DEF 14A 1 idexx2021.htm DEF 14A Document

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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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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IDEXX Laboratories, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Lawrence D. Kingsley
Independent Non-Executive Board Chair
March 31, 2021
Dear Shareholders and Other Stakeholders,
Our Board was highly engaged throughout 2020 and observed IDEXXers around the world respond to the challenges of an unprecedented year, as they refined and successfully executed their strategic and business plans against the backdrop of COVID-19 and a global movement against racial and social injustice. IDEXX’s exceptional performance in 2020 is a testament to the strong leadership of the management team and the agility and resiliency of the entire IDEXX community.
Our Board is committed to effective stewardship of IDEXX and seeks to provide productive oversight of the strategy and key risks facing the Company, in partnership with management. We believe the Board’s effectiveness is enhanced by our focus on board refreshment and diversity, which resulted in our addition of eight new independent Directors in the past nine years. We are proud that our current Board includes four female Directors, two Directors who self-identify as racially or ethnically diverse and a Director who has a disability.
Rebecca M. Henderson will retire from our Board this May after nearly 18 years of service. Rebecca’s expertise in how purpose-driven firms innovate, create long-term value for their stakeholders and support a sustainable economy – combined with her deep knowledge of our businesses, operations and organization – have provided important insights into the organizational and strategic issues faced by IDEXX, and we thank Rebecca for her valuable contributions over the years.
We also believe that our Board’s sustained, rigorous oversight of succession planning and leadership development, strategic planning, risk management and corporate responsibility helped prepare IDEXX to meet 2020’s unprecedented challenges:
Our good governance protocols and well-planned and thoughtful succession planning processes overseen by the Board supported the building of a strong, deep and diverse management team at all levels that was ready and able to lead the organization through the uncertainty, economic downturns and business disruptions of the COVID-19 global pandemic.
During our Board’s annual review of management’s strategic plans and enterprise risk assessment results, we provide insights and feedback to help strengthen IDEXX’s strategic plans and management’s strategic planning and risk management capabilities.
The Board oversees the Company’s efforts in environmental, social and governance (ESG) matters, which management has begun to incorporate into IDEXX’s goals and long-term strategic planning and enterprise risk management efforts. Our Board believes that continued progress in our ESG strategy, initiatives and disclosures ultimately supports sustained long-term value creation, and we will continue to guide and support management in this important area.
Thank you for your continued support of IDEXX and the trust you have placed in the Board to serve you and IDEXX. We look forward to joining you on May 12th at our annual meeting.

Sincerely,
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Jonathan J. Mazelsky
President and Chief Executive Officer
March 31, 2021
Dear Colleagues, Shareholders and Other Stakeholders,
Reflecting on my first full year as President and CEO of IDEXX, I am deeply grateful to our employees and customers around the world. As the COVID-19 global pandemic emerged in early 2020, all of us – businesses, governments, communities and families – faced unprecedented challenges. Due to our employees’ and customers’ efforts and partnership, we were able to protect our employees’, customers’ and communities’ health and safety, supply necessary products and services for our customers’ essential businesses and continue to deliver on our Purpose: to be a great company that creates exceptional long-term value for our customers, employees and shareholders by enhancing the health and well-being of pets, people and livestock.
IDEXX delivered exceptional financial performance in 2020 as a result of our employees’ and customers’ extraordinary efforts, continued demand for veterinary diagnostic testing and the resilient, secular growth characteristics of the markets we serve. We achieved reported and organic revenue growth of 12% over 2019, driven by 16% reported and 15% organic revenue growth in Companion Animal Group (CAG) Diagnostics recurring revenues.1 Our diluted earnings per share (EPS) grew 37%, compared to 2019, and we experienced comparable constant currency EPS growth of 31%.2 Our annual total shareholder return in 2020 was 91%, which outperformed the benchmark S&P 500® Index by 75% and the S&P 500® Healthcare Index by 80%.3 This made IDEXX the 13th best performing stock in the S&P 500 Index, and the 2nd best performing stock in the S&P 500 Healthcare Index, for this period.
2020 also brought a renewed call for progress on racial and social justice issues, and I am proud of how we answered that call. Not only did we affirm our commitment to diversity, equity and inclusion (DEI) at IDEXX, we also continued advancing our DEI initiatives and goals. We increased the percentage of women in senior leadership positions to 30% as of December 31, 2020 and formalized a global DEI strategy and roadmap to cultivate a more diverse workforce, support inclusive talent acquisition and develop our diverse and talented employees.
Looking externally, we partnered with the United Way of Greater Portland to initiate a Racial Equity Fund to promote greater DEI in our local community in Maine, and we established the IDEXX Foundation, a donor-advised charitable fund, with a contribution of $10 million to support activities aligned with our Purpose, including advancing DEI in animal healthcare. In early 2021, we announced a landmark initiative with the Tuskegee University College of Veterinary Medicine aimed to increase DEI in the veterinary profession, which we intend to support through $3.6 million in contributions over the next six years from the IDEXX Foundation.
We achieved other important objectives in 2020, and some of them are described under “About IDEXX” beginning on page 8 of this proxy statement. A few highlights include:
Human COVID-19 Testing – In response to the critical need for human COVID-19 testing, we introduced the OPTI SARS-CoV-2 RT-PCR test kit in the second quarter of 2020. By providing these test kits and human COVID-19 testing laboratory services to the Maine Center for Disease Control and Prevention, Maine’s COVID-19 testing program’s capacity quadrupled beginning in July 2020. Due in part to our support, Maine routinely ranked among the top U.S. states in COVID-19 testing capacity per capita.
Launch of ProCyte OneTM Hematology Analyzer – We introduced and began selling our next-generation, point-of-care hematology analyzer in 2020, with delivery planned to begin this year. This analyzer offers accurate, real-time blood test results, is easy to use and affordable and takes up less space than our best-in-class ProCyte Dx® Hematology Analyzer. This analyzer strengthens and further differentiates our in-house diagnostic solutions for veterinarians, and we believe it will inspire productive discussions about our full CAG diagnostic solution with veterinarians all around the world. This analyzer is only one of our many recent, proprietary innovations (including Advanced Bacteria Detection for our SediVue Dx® Urine Sediment Analyzer and our IDEXX Digital CytologyTM service), which are the results of our substantial R&D investments and deep understanding of our customers and their needs.
Corporate Responsibility Advancements – As a purpose-driven company, we aim to contribute to our communities and make a social impact on a global scale. Through our business activities, we contribute to public health globally by producing and selling tests that support the health and well-being of pets, the sustainability of livestock production systems and the safety of drinking water for more than 2.5 billion people worldwide. We also are working to reduce the environmental impact of our business activities through, among other things, reducing product packaging and enhancing the longevity and continued value of our instrument platforms. Our most recent Corporate Responsibility Report, released in November 2020 and available at the Corporate Responsibility section of our website (www.idexx.com), describes some of our important corporate responsibility initiatives and achievements and includes significant corporate responsibility goals over the next two years. This report also advanced our environmental, social and governance disclosures using the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures frameworks.
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I believe we have tremendous runway for sustained double-digit organic revenue growth to secure the future together with our employees, customers and other stakeholders. I am delighted to lead this extraordinary company in pursuit of our Purpose as we continue to create long-term value and seek to positively impact the world. Thank you for your continued support.
Sincerely,
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1    Information regarding organic revenue growth, which is a non-GAAP (generally accepted accounting principles in the United States of America) financial measure, and its reconciliation to reported revenue growth is provided in Appendix A.
2    Information regarding comparable constant currency EPS growth, which is a non-GAAP financial measure, and its reconciliation to reported EPS growth is provided in Appendix A.
3    Based on total return to shareholders, assuming dividend reinvestment for those companies issuing dividends, for the twelve-month period ended December 31, 2020.


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Table of Contents
PagePage
BASIS OF PRESENTATION
IDEXX Laboratories, Inc. is a Delaware corporation incorporated in 1983 with principal executive offices located at One IDEXX Drive, Westbrook, Maine 04092. Unless the context indicates otherwise, references in this Proxy Statement to “we”, “us”, “our”, the “Company” or “IDEXX” refer to IDEXX Laboratories, Inc. and its consolidated subsidiaries. Our website is located at www.idexx.com. References to our website in this Proxy Statement are inactive textual references only, and the contents of our website are not incorporated by reference into this Proxy Statement for any purpose.
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PROXY SUMMARY
Proxy Summary
This summary highlights selected information that is contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider prior to voting your shares. You should carefully read both this entire Proxy Statement and our 2020 Annual Report on Form 10-K filed with the SEC on February 12, 2021 before voting.
2021 Annual Meeting Information
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DATE AND TIME:
Wednesday, May 12, 2021,
10:00 a.m., Eastern Time
PRE-MEETING FORUM: Our online pre-meeting forum can be accessed at www.proxyvote.com for beneficial owners and www.proxyvote.com/idxx for registered shareholders. At this online pre-meeting forum, you can submit questions in writing in advance of our 2021 Annual Meeting, vote, view the Rules of Conduct and Procedures relating to the 2021 Annual Meeting and access copies of proxy materials and our annual report.
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LOCATION: Online virtual meeting at www.virtualshareholdermeeting.com/IDXX2021
Virtual Shareholder Meeting
After successfully holding a virtual-only annual meeting of shareholders each year since 2017, the Board determined, after discussion and consideration, to continue with this format for our 2021 annual meeting of shareholders. In making this determination, the Board considered a number of factors, including our global shareholder base and the technology available to support our virtual meeting format, which is designed to assure our shareholders the same rights and opportunities to ask questions and participate in our virtual 2021 Annual Meeting as they would at an in-person meeting, and the safety, health and well-being of our employees and shareholders during the ongoing COVID-19 pandemic.
A more detailed description regarding the format of the virtual 2021 Annual Meeting and how to ask questions and participate in the meeting is provided in the Notice of 2021 Annual Meeting of Shareholders on page 23, under “Virtual Shareholder Meeting” on page 45 and under “General Information about the 2021 Annual Meeting and Voting” on page 92.
Shareholder Voting Matters Summary
Proposal
Board Vote
Recommendation
Page Number for
More Information
Proposal One Election of Directors
FOR each nominee
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Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm
FOR
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Proposal ThreeAdvisory Vote to Approve Executive Compensation
FOR
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How to Vote
It is important that your shares be represented and voted at the 2021 Annual Meeting. You can submit a proxy by telephone or via the Internet. Alternatively, you may request a paper proxy card by calling the appropriate number set forth below, which you may complete, sign and return by mail. Registered holders and beneficial owners of our stock will be able to vote their shares electronically at the annual meeting, which will be a completely online virtual meeting of shareholders.
For registered holders:
(Your shares are registered in your name with our transfer agent American Stock Transfer & Trust Company)
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For beneficial owners:
(You hold your shares in a brokerage account or by a bank or other holder of record (that is, in “street name”))
BY TELEPHONE
In the U.S., you can vote your shares toll-free by calling
1-800-690-6903.*
BY TELEPHONE
You can vote your shares toll-free by calling
1-800-454-8683.*
BY INTERNET
You can vote your shares online before the meeting at
www.proxyvote.com. During the meeting, you can vote your shares at www.virtualshareholdermeeting.com/IDXX2021.*
BY INTERNET
You can vote your shares online before the meeting at
www.proxyvote.com. During the meeting, you can vote your shares at www.virtualshareholdermeeting.com/IDXX2021.*
BY MAIL
You can vote by mail using a paper proxy card, which you may request by calling 1-800-579-1639, or by email at sendmaterial@proxyvote.com.
BY MAIL
You can vote by mail by using the paper proxy card or voting instruction form. Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
*    You will need your 16-digit control number available from the Notice sent to you from Broadridge.
Whether you are a registered holder or a beneficial owner, you may vote online at the 2021 Annual Meeting. You will need to enter your control number (included in your Notice of Internet Availability, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the 2021 Annual Meeting. Even if you plan to attend the virtual 2021 Annual Meeting, we encourage you to vote in advance by telephone, over the Internet or by mail as described above. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the virtual meeting.
About IDEXX
IDEXX was incorporated in Delaware in 1983 and is headquartered in Westbrook, Maine. IDEXX is a member of the S&P 500® Index and is a leader in pet healthcare innovation, offering diagnostic and software products and services that deliver solutions and insights to practicing veterinarians around the world. IDEXX is also a worldwide leader in providing diagnostic tests and information for livestock and poultry and tests for the quality and safety of water and milk and point-of-care and laboratory diagnostics for human medicine.
Our Companion Animal Group (CAG) business is our largest business segment, representing 88% of our revenues in 2020, and we offer a full suite of diagnostic solutions, including innovative and proprietary products and services available only from IDEXX.

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PROXY SUMMARY
Generating Long-Term Value
We aim to generate long-term value by successfully executing our Purpose-driven, long-term strategy:
Focus on Growing, Highly Attractive Markets, Including the Global Pet Healthcare Market – We serve global markets with excellent long-term secular growth characteristics. In fact, we estimate that the total global addressable companion animal diagnostics market opportunity is over $30 billion. We focus on expanding our core markets by bringing unique product and service innovations to market and driving their broad adoption.
Sustained Investment in Innovation – We aim to advance global pet healthcare standards of care through innovation, supporting the long-term development of our largest market. Our sustained, substantial R&D investments enable our novel, proprietary diagnostic and software product and service introductions, afford unparalleled new product development capability and result in a robust pipeline. In addition, our innovative diagnostic solutions are fully backed by peer-reviewed and third-party studies, where possible, that confirm their unique claims and capabilities.
Customer Focus – We have the largest and most-experienced companion animal diagnostics field-based professional organization in the world, which enables us to develop and strengthen our relationships with our customers, including individual veterinarians, and drive faster adoption of our unique innovations and advances in pet healthcare standards, and we continue to invest in our customer development capabilities.
Expansion of Our Recurring Revenue Business Model – Our business is designed around a durable, recurring revenue business model, with robust growth and profit characteristics and supported by our extraordinary customer loyalty and high retention rates. We estimate that our recurring revenue has grown from 81% of our total revenue in 2010 to 90% in 2020, and the largest contributor is our CAG Diagnostics business, which constituted 78% of our total 2020 revenue.
Highly Attractive Global Pet Healthcare Market
Global pet healthcare is our largest market.
Factors driving its long-term growth include:
The enduring bond between pets and their owners, viewed by many as family members.
The growing strength and importance of this bond for successive generations of pet owners.
Owners’ ever-increasing desire to support the health and well-being of their pets and their willingness to commit their time and money toward veterinary care.
Veterinary care providers’ ever-advancing ability and intent to provide a high medical standard of pet care, including increased focus on services offered within the clinic.
Our innovations in diagnostic insights, which:
Expand the veterinarian’s medical toolkit.
Enable pets – who cannot speak for themselves – to communicate more precisely their health status and problems.
The increasing emphasis on preventive care for pets – including the growing use of diagnostics as a cost-effective part of routine annual preventive care protocols – which enables earlier detection of important medical conditions and may improve the pets’ prognoses.
Commitment to Sustained Growth in Financial Performance – As we invest in innovation and customer development capabilities, we remain committed to delivering strong financial results that drive growth in shareholder value. We have a consistent track record of organic revenue growth, operating margin expansion, strong free cash flow generation and a disciplined approach to capital allocation. As a result, our after-tax return on invested capital, excluding cash and investments, in 2020 was 55%.*
We believe that successful execution of this strategy will result in delivery of our long-term financial goals, as reflected in our long-term financial potential model:**
Revenue Growth
10%+
+
Operating Margin
Expansion

50 – 100 bps
+
Capital Allocation
Leverage

1% – 2%
Incremental EPS Growth
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Long-Term
EPS Growth Potential

15% – 20%
_______________
*    Information regarding after-tax return, excluding cash and investments, and its calculation is provided in Appendix A.
**    Our long-term financial potential model represents our projected annual gains, assuming that foreign currency exchange rates remain the same and excluding year-over-year changes in share-based compensation tax benefits and non-recurring or unusual items.

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Our Response to COVID-19
Protecting Employee Safety and Health
As the COVID-19 pandemic spread globally in early 2020, we quickly took action to protect the safety and health of our employees in alignment with public health guidance. The majority of our employees transitioned to working from home, and we implemented significant restrictions on business travel and in-person meetings. For our employees engaged in critical on-site work who could not transition to a remote working model, we implemented additional safety and hygiene measures and protocols, including physical distancing, safety gear mandates, site visitor restrictions and enhanced cleaning and sanitization practices. We also provided a work-from-home fund to assist employees in that transition and added several company-wide paid days off and caregiving support to help employees balance their work and life responsibilities.
Supporting Our Customers
We also prioritized ensuring an ongoing supply to our veterinarian customers of our products and services. To do this, we modified some of our commercial and business practices to protect the health and safety of our field professionals and veterinarian customers, made available short-term customer relief through flexibility in payment terms and contract requirements and focused on maintaining safe and continued operations of our global manufacturing, distribution and reference laboratories sites and increasing resiliency in our supply chain.
Protecting the Financial Health of IDEXX
In addition, in response to the economic uncertainty caused by the COVID-19 pandemic, we enhanced our liquidity and financial flexibility by issuing $200 million in 10-year, 2.5% fixed-rate financing and securing an expanded $1 billion credit facility extended through 2023 in April 2020 and suspending our open market share repurchase activity from March 2020 through December 2020. We also proactively took steps in April 2020 to prudently control costs, while ensuring we would be well-positioned for a recovery in market conditions.
As market trends improved and business impacts became clearer, we were able to discontinue temporary cost reductions and advanced investments aligned with supporting the strong recovery growth in our business.
Contributing to the Pandemic Response through Human COVID-19 Testing
In response to the critical need for human COVID-19 testing, we leveraged our capabilities in human diagnostics and molecular diagnostics manufacturing experience to develop and introduce the OPTI SARS-CoV-2 RT-PCR test kit in the second quarter of 2020. By providing these test kits and human COVID-19 testing laboratory services to the Maine Center for Disease Control and Prevention, Maine’s COVID-19 testing program’s capacity quadrupled beginning in July 2020. Due in part to our support, Maine has routinely ranked among the top U.S. states in COVID-19 testing capacity per capita.
We also partnered with other regulatory agencies globally to supply tests to support pandemic mitigation efforts and introduced the Water SARS-CoV02 RT-PCR test kit and protocol for wastewater testing, creating an important epidemiological tool to track the prevalence of COVID-19 in communities.
Key Business Highlights
IDEXX’s Innovation Built on Decades of Sustained R&D Investment and Capability Development
Consistent with our Guiding Principle to innovate with intelligence, we have made significant R&D investments for decades, which, combined with our deep knowledge of our customers and their needs, have enabled us to introduce a steady stream of innovative, proprietary CAG diagnostic and software products and services. Many of these innovations expand the testing capabilities of our existing instrument platforms as part of our Technology for Life approach, representing our commitment to our veterinarian customers to continually enhance the diagnostic value of our instruments.
Our product innovations also increasingly integrate and leverage machine learning and other forms of artificial intelligence (AI). Because of the information-based nature of diagnostics, we believe that the further application of AI, combined with the possibilities of our already developed global-installed base of analyzers connected real-time with IDEXX, presents vast opportunities for future innovations.
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PROXY SUMMARY
Some CAG Product Innovations
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Unique, Differentiated Assay Development
IDEXX SDMA® Test – Detecting the renal biomarker SDMA helps veterinarians identify impairment of a patient’s renal glomerular filtration rate, or GFR, which is a serious medical condition that may result from various medical conditions and diseases. With early detection, veterinarians have more options to diagnose, treat and manage disease. In October 2019, SDMA-based staging guidelines were included in the International Renal Interest Society’s chronic kidney disease staging guidelines, in recognition of how SDMA reflects kidney function. We believe our proprietary IDEXX SDMA Test highly differentiates our offering.
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Instrument Platform Development
ProCyte One Hematology Analyzer – Announced in 2020, with deliveries expected to begin in 2021, delivers real-time, accurate complete blood count (CBC) results from a blood sample drawn during a patient visit. Our next-generation, point-of-care hematology analyzer, it is easy to use, takes up less space than our best-in-class ProCyte Dx® Hematology Analyzer and is priced attractively.
Catalyst One® Chemistry Analyzer – Delivers real-time chemistry, electrolytes and immunoassay results from a blood sample drawn during a patient visit. Integrates with most customer practice management systems, while also being connected real-time with IDEXX for support and continued software upgrades, as part of our Technology for Life approach.
Catalyst Dx® and Catalyst One Chemistry Analyzers Test Menu Expansion – Part of our Technology for Life commitment to our customers, eight important new real-time tests have been added to the test menu in nine years, including our Catalyst® SDMA Test in 2018, our Catalyst Progesterone Test in 2019 and our Catalyst Bile Acids Test in 2020.
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Rapid Testing Through Human Talent, Connectivity and Software Innovations
Rapid IDEXX Digital Cytology Service – Launched in the first quarter of 2020, uses whole-slide imaging technology to capture and digitally transmit high-resolution slide images, enabling veterinarians to obtain cytology results and interpretations from IDEXX’s world-class global network of over 100 veterinary clinical pathologists in 2 hours or less, 24 hours a day, 7 days a week, 365 days a year, through VetConnect® Plus software. Providing earlier cytology results enhances faster veterinary clinical decision-making, eases pet owner uncertainty and advances the standard of care.
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AI and Machine Learning
SediVue Dx® Urine Sediment Analyzer Automates urine sediment analysis, a traditionally laborious and variable process, while expanding its clinical value by finding more underlying disease and finding it earlier. Uses proprietary neural network algorithms similar to facial recognition technology to identify clinically relevant urine sediment particles and captures high-contrast digital images that become part of the permanent patient record. By using a growing image bank, now including 350 million images from five million patient samples, IDEXX leverages its algorithmic software and machine learning, a form of AI, to continuously improve the algorithms’ ability to identify abnormalities in urine samples.
SediVue Dx and Advanced Bacteria Detection – In the first half of 2020, advanced bacteria detection was enabled as part of our Technology for Life approach. A new proprietary reagent leveraging patent-pending technology modifies urine samples to remove clutter from crowded images, enabling veterinarians to obtain conclusive bacteria results with each SediVue Dx run, even in the most clinically challenging samples. Enhancing veterinarians’ ability to obtain definitive bacteria results in urine sediment analysis, a core component of a urinalysis, enables our customers to practice better medicine.
IDEXX Web PACS Diagnostic Imaging Platform – Launched in the first quarter of 2020, leverages AI to implement “hanging protocols” on this platform, automatically correcting image orientation and sorting images by body part. This is the first use of AI in veterinary radiology, saving administrative time for veterinarians, veterinary staff and radiologists. All of our digital imaging systems work with our cloud-based IDEXX Web PACS software, now in use at over 5,000 locations, to securely store images and view images on any device.
IDEXX Preventive Care – An Innovative, Customer-Focused Product and Service Offering
As veterinary medicine advances, supported by IDEXX diagnostic innovations, the relevance and medical benefits of running diagnostic tests on pets during wellness visits as part of a preventive care protocol are growing. Preventive care offers an opportunity for our veterinarian customers to deliver better medical care to their patients, as well as build stronger relationships with pet owners. Leveraging medical insights supported by big data studies and our deep understanding of our

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customers’ needs and concerns, we offer an innovative, customer-focused turnkey solution for our customers that want to implement preventive care protocols: IDEXX Preventive Care.
IDEXX Preventive Care combines our proprietary diagnostic tests in preventive care profiles that are uniquely designed for well-patient testing, together with staff training and consultation services and pet owner communications materials to assist and support veterinary practices that want to implement preventive care protocols for their patients. IDEXX Preventive Care not only supports the advancement of veterinary standards of care, it also represents a significant growth opportunity for us with a total addressable U.S. market that we estimate to be $3.0 billion. Since the launch of IDEXX Preventive Care in 2017, we have enrolled over 4,800 practices in North America in IDEXX Preventive Care.
2020 Global Premium Instrument Placements
More than 6,200 Catalyst One and Catalyst Dx chemistry instruments –Catalyst instruments represent over 80% of our more than 59,000 chemistry instruments global installed base.
Approximately 3,500 premium hematology instruments, resulting in an ~34,600 global installed base.
Approximately 1,800 SediVue Dx Urine Sediment Analyzers, resulting in an ~10,700 global installed base.
Expanded Global Customer Development Capability
We believe that developing and deepening strong relationships with our veterinarian customers help to deliver better care to patients, drive broader adoption of our products and services and maintain high customer loyalty. To advance our U.S. customer presence, in 2015 we transitioned to a model in which we directly market our CAG products to veterinarians. We also executed similar all-direct strategies in international segments in recent years. Today, almost 99% of our CAG products and services are sold in countries where we have a direct presence.
We also expanded our global field organization to levels required to execute our growth strategy. From December 2011 to December 2019, our global CAG field-based professional staffing more than doubled to 950.
While access to veterinary clinics will likely remain limited during the COVID-19 pandemic, we believe our expanded global field organization and investments in global CAG commercial efforts in 2020 position us well to pursue opportunities in the U.S. and abroad.
Commitment to Corporate Responsibility, Sustainability and Diversity, Equity and Inclusion
Corporate responsibility is core to our culture and reflected in our environmental, social and governance (ESG) activities. We believe these activities benefit the communities where we live and work, support talent acquisition and retention and enable our continued, long-term value creation for the benefit of all our stakeholders.
Since January 2020, we have made significant progress in this area, including:
Released our updated Corporate Responsibility Report in the fourth quarter of 2020. This report:
Included significant goals over the next two years, such as conducting third-party ESG materiality and carbon footprint assessments and developing climate-related risk disclosures in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations.
Provided disclosure indexes aligned with the Sustainability Accounting Standards Board Standards and the TCFD reporting recommendations.
Increased the percentage of women in senior leadership positions to 30% as of December 31, 2020, affirmed our commitment to diversity, equity and inclusion (DEI) and formalized a global DEI strategy and roadmap.
Established the IDEXX Foundation, a donor-advised fund, in the third quarter of 2020, with a contribution of $10 million to support activities aligned with our Purpose, including advancing DEI in animal healthcare.
Announced in January 2021 a comprehensive, six-year initiative with the Tuskegee University College of Veterinary Medicine (the only U.S. veterinary medical professional program located on the campus of a Historically Black College or University) to support scholarships and other programs intended to increase DEI in the veterinary profession.
Adopted in the first quarter of 2021 a Policy on Political Contributions and Public Policy Engagement that formalizes our long-standing practice of not making political contributions and confirms we do not have a political action committee.
To learn more about corporate responsibility at IDEXX and access our most recent Corporate Responsibility Report, please visit the Corporate Responsibility section of our website (www.idexx.com).
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PROXY SUMMARY
2020 Financial Performance Highlights
For more complete information, review our 2020 Annual Report on Form 10-K filed with the SEC on February 12, 2021, which can be accessed on our website (www.idexx.com).
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 +16% growth in CAG Diagnostics
recurring revenue, or
+15% organic revenue growth,
over 2019
 26% of revenue
+270 bps over 2019 on reported basis
+340 bps over 2019 on comparable constant currency basis
 +31% over 2019 on comparable
constant currency basis
OPERATING CASH FLOW
FREE CASH FLOW
ROIC
$648 million$541 million55%
 +41% over 2019
 +78% over 2019 and 93% of net income
CAPITAL ALLOCATED TO SHARE REPURCHASES, 2015 – 2020
$1.8 billion16% $129.82
Capital allocated to share repurchases
Percentage of outstanding shares repurchased
Average share repurchase price
Comparison of Cumulative Five-Year Total Shareholder Return*
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‡    Information regarding the following non-GAAP (generally accepted accounting principles in the United States of America under generally accepted accounting principles in the United States of America) financial measures and their calculation is provided in Appendix A: organic revenue growth, comparable constant currency operating margin improvement, comparable constant currency EPS growth, free cash flow, ratio of free cash flow to net income and after-tax return on invested capital, excluding cash and investments (ROIC).
†    For the period from December 31, 2015 to December 31, 2020. The average purchase price per share of our stock has been adjusted for the effect of the two-for-one split of our common stock effected in the form of a common stock dividend paid on June 15, 2015.
*    Assumes the investment of $100 on December 31, 2015 in IDEXX’s common stock, the S&P 500 Index, the S&P 500 Health Care Index and the NASDAQ Stock Market Index (U.S. Companies) (NASDAQ Index) and the reinvestment of dividends, if any.

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PROPOSAL ONE
Election of Directors
The Board has nominated Bruce L. Claflin, Asha S. Collins, PhD and Sam Samad to serve as Class I Directors with terms expiring at the 2024 Annual Meeting and Daniel M. Junius to serve as a Class II Director with a term expiring at the 2023 Annual Meeting.
Name
Age
Director Since
Independent
Committees
Other Current Public
Company Board Service
Bruce L. Claflin
69
July 2015
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Nominating and Governance (Chair) Audit
Ciena Corporation
Asha S. Collins, PhD45November 2020
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Nominating and GovernanceNone
Daniel M. Junius
68
March 2014
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Audit (Chair)
Finance
GlycoMimetics, Inc.
Sam Samad
51
July 2019
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Audit
None
The Board of Directors recommends a vote “FOR” the four Director nominees up for election
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See page 28 for further information about our Director nominees

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PROXY SUMMARY
Board Composition, Backgrounds and Skills
The following summarizes key information regarding the composition, backgrounds and qualifications of our Board, assuming the election of Bruce L. Claflin, Asha S. Collins, PhD, Daniel M. Junius and Sam Samad at the 2021 Annual Meeting and taking into account the previously announced retirement of Dr. Rebecca Henderson, effective immediately following the 2021 Annual Meeting. For more information, see our Directors’ biographical information under “Director Nominees and Board Biographies” beginning on page 28.
Director Independence
Gender Diversity
Born and Raised Outside U.S.
Racial or Ethnic Diversity
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Director Age
Average Age 60 years 45 51 58 59 60 65 68 69 70
Director Skills and Qualifications
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Director Tenure
Average Tenure 6 years 1 2 4 5 6 7 8 9 19
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Backgrounds
Board MemberGenderRace/Ethnicity
MaleFemaleAsian/Pacific IslanderBlack/African AmericanCaucasian/WhiteHispanic/LatinoMiddle-Eastern/North African Native American
Jonathan W. Ayers
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Bruce L. Claflin
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Asha S. Collins, PhD
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Stuart M. Essig, PhD
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Daniel M. Junius
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Lawrence D. Kingsley
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Jonathan J. Mazelsky
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Sam Samad
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M. Anne Szostak
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Sophie V. Vandebroek, PhD
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Notable Corporate Governance Highlights
We believe that our commitment to high ethical standards and good governance practices contributes to our creation of long-term stakeholder value by:
Strengthening Board and management accountability and effectiveness;
Promoting alignment with the long-term interests of our shareholders and other stakeholders; and
Helping to maintain our shareholders’ and other stakeholders’ trust in our Company.
Our engaged and diverse Board has implemented and maintained strong corporate governance policies. In addition, the Board actively oversees the development and execution by management of long-term strategies for durable growth and stakeholder value creation, and the Board plays a key oversight role in risk management and ESG matters. We believe that the Board’s stewardship in these areas and our strong governance policies and practices summarized below have enabled IDEXX to achieve strong financial performance relative to its peers and the S&P 500 Index.
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Board Independence
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Board Effectiveness
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Strategy, Risk Management and Succession Planning
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Further Best Practices
image_81.jpg Independent Non-Executive Board Chair
image_81.jpg Independent Board except for our CEO and our former CEO
image_81.jpg Fully independent Board Committees
image_81.jpg Executive sessions of independent Directors held at each regularly scheduled Board meeting
image_81.jpg Commitment to Board refreshment with 8 new independent Directors joining the Board in the last 9 years
image_81.jpg Robust Director nominee selection process aligned with our long-term, strategic needs
image_81.jpg Actively seeking and including highly qualified, diverse Director candidates (including women and persons with racially or ethnically diverse backgrounds) in the pool of potential Director nominees
image_81.jpg Rigorous annual self-assessments of the Board, its Committees, the independent Board Chair and each Director
image_81.jpg Continuing education opportunities available for Directors on an ongoing basis
image_81.jpg Director retirement at the next Annual Meeting after the 73rd birthday, except as may be approved by the Board
image_81.jpg Annual corporate strategy review by the Board
image_81.jpg Risk management oversight by the Board and its Committees
image_81.jpg Board oversight of cybersecurity risk management
image_81.jpg Board oversight of material ESG activities and practices
image_81.jpg Active Board participation in and oversight over CEO and senior executive succession planning
image_81.jpg Successful CEO succession and transition in 2019
image_81.jpg Majority vote standard in uncontested Director elections
image_81.jpg Proxy access rights
image_81.jpg No shareholder rights plan (poison pill)
image_81.jpg Industry-leading stock ownership and retention guidelines for Directors and senior executives
image_81.jpg Pledging, hedging and short sales of stock prohibited
image_81.jpg Clawback policy for performance-based incentive compensation
The Board regularly assesses the corporate governance landscape to identify best practices that it believes will enable us to fulfill our Purpose and support the creation of exceptional long-term stakeholder value. Most recently, the Board adopted the following practices:
We amended our corporate governance guidelines in October 2020 to specifically provide that the full Board provides oversight of material ESG activities and practices.
We amended our clawback policy in December 2020 to broaden the Board’s ability to recover performance-based incentive compensation with respect to financial restatements and expand the pool of executives subject to the policy.
See “Executive Bonus Recovery Policy (Clawback Policy)” on page 87.
Independent Non-Executive Board Chair first elected in November 2019 in connection with our CEO transition; in view of the current, specific characteristics and facts and circumstances relevant to IDEXX, the Nominating and Governance Committee and the Board determined that the continued separation of the roles of Board Chair and CEO remains appropriate at this time.
For more information about our corporate governance policies and practices, see the Corporate Governance section of this Proxy Statement beginning on page 24.
16 | 2021 Proxy Statement



PROXY SUMMARY
PROPOSAL TWO
Ratification of Appointment of Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (PwC) has been appointed to serve as our independent registered public accounting firm for 2021 and, while not required by law, the Board believes that it is advisable to give shareholders an opportunity to ratify this selection. The following table summarizes the fees for services provided by PwC during 2020 and 2019.
Fiscal Years Ended December 31,
2020
($)
2019
($)
Audit fees
$2,116,625$2,071,155
Audit-related fees
— — 
Tax fees
997,592 436,522 
All other fees
900 900 
Total fees
$3,115,117$2,508,577
The Board of Directors recommends a vote FOR this item
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See page 53 for further information about our independent auditors
PROPOSAL THREE
Advisory Vote to Approve Executive Compensation (“say-on-pay”)
We are asking our shareholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (NEOs) as disclosed in this Proxy Statement. At our 2020 Annual Meeting, our shareholders voted 96% in favor of approving the compensation of our NEOs.
The Board of Directors recommends a vote FOR this item
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See below and page 57 for further information about our executive compensation program


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Executive Compensation Highlights
These executive compensation highlights should be read in conjunction with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section, beginning on page 60. These sections include additional information about our executive compensation philosophy and program and the compensation awarded to each of our NEOs, including our CEO.
Our Executive Compensation Philosophy and Program
Our executive compensation philosophy is simple – we want to attract, motivate and retain talented executives who are aligned with and passionate about our Purpose: to be a great company that creates exceptional long-term value for our customers, employees and shareholders by enhancing the health and well-being of pets, people and livestock.
We believe that executing this philosophy through our executive compensation program and practices, including a strong focus on pay-for-performance based compensation elements, will support long-term value creation for our shareholders, customers, employees and other stakeholders through driving our strategy of innovation, continued revenue growth, margin improvement and efficient capital allocation.
Our Executive Compensation Program
Our executive compensation program consists of three key elements: base salary, annual performance-based cash bonus and equity-based long-term incentives, which in total are targeted at the median of our competitive market. Because it relates most directly to the creation of shareholder value over time, variable, at-risk compensation is a higher percentage of total compensation for our senior executives, including our NEOs, than for our other employees. The total 2020 direct compensation mix for our CEO and our other NEOs is detailed below:
Elements of 2020 Direct Compensation for CEO and Other NEOs (Average)
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Base Salary Represents 12% (CEO) and 22% (other NEOs) of total target direct compensation opportunity. Equity-Based Long-Term Incentives Represents 64% (CEO) and 52% (other NEOs) of total target direct compensation opportunity. Annual Performance-Based Cash Bonus Represents 24% (CEO) and 26% (other NEOs) of total target direct compensation opportunity. Cash bonus targets were 125% of base salary (CEO) and in the range of 60% to 75% of base salary (other NEOs), and actual for 2020 was paid at 160% of target for the CEO and for the other NEOs. At Risk
18 | 2021 Proxy Statement



PROXY SUMMARY
Annual Performance-Based Cash Bonus
The target amount of the annual performance-based cash bonus award for each NEO is a percentage of his or her annual base salary, and the award amount is capped at 200% of this target.
Actual amounts of the annual performance-based cash bonuses are calculated based on the achievement of both financial and non-financial performance goals, which results in the determination of an overall performance factor:
Annual Performance-Based Cash Bonus – Overall Performance Factor Determination*
Factor
Weighting
Metrics/Goals
Objective
Financial
performance
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Organic revenue growth (40%)
Operating profit (20%)
Earnings per share (diluted) (20%)
After-tax return on invested capital, excluding cash and investments (ROIC) (20%)
Measure performance against shareholder-value drivers
Non-financial
performance
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Expansion of commercial execution capabilities globally
Delivery of memorable customer experiences and best-in-class customer support
Innovation for continued long-term growth
Development of key leadership talent, including gender diverse talent, and maintenance of positive employee engagement
Support near-term performance of our long-term business objectives to strengthen the business in support of long-term performance
*    The Compensation Committee annually establishes the respective weightings of the financial and non-financial performance factors.
In 2020, the overall performance factor was calculated as 160% for each of the NEOs based on achievement of the financial and non-financial performance goals described above. Our exceptional financial performance in 2020 exceeded the targets for all four of the financial performance metrics and resulted in the maximum payout rating with respect to operating profit, earnings per share (diluted) and ROIC. The Compensation Committee also considered the relative contributions made by each NEO to the achievement of the Company’s financial and non-financial goals, as well as other factors, such as the scope of and tenure in their roles at the Company, in determining the final amount of each award.
Equity-Based Long-Term Incentives
Our equity-based long-term incentives consist of stock options and restricted stock units (RSUs). These equity incentives have multi-year vesting schedules and are more heavily weighted in the form of stock options for our senior executives. We believe that these types of equity incentives attract and retain talent and drive closer alignment with the long-term interests of our shareholders.

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2020 CEO Compensation

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Mr. Mazelsky’s 2020 compensation was competitively structured and ranked below the median as compared to our peer group.
In addition, a significant portion of his 2020 compensation was at risk and tied to our operating or stock price performance.
Our 1-, 3- and 5-year total shareholder return for the period ended December 31, 2020 was between the 98th and 100th percentiles of our peer group.
For more information regarding our total shareholder return relative to our peer group, see the chart on page 73.
Base Salary $850k Equity-Based Long-Term Incentives $4.5m (75% options, 25% RSUs) Annual Performance-Based Cash Bonus $1.7m (160% of target) At Risk 88% Total Direct Compensation $7.1m
In response to the economic uncertainty caused by the COVID-19 pandemic, the Compensation Committee accepted Mr. Mazelsky’s offer to voluntarily reduce his salary by 30% from April 2020 through July 2020. For more information regarding Mr. Mazelsky’s compensation, see “CEO Compensation Decisions” on page 61, “CEO Pay Supported by Financial Performance” on page 61 and “How We Paid Our NEOs in 2020” beginning on page 70.
Recent Noteworthy Compensation Actions
Since January 2020, we implemented the following noteworthy changes to our executive compensation program, policies and practices:
The annual performance-based cash bonus amounts payable to our NEOs are determined based on an overall performance factor, calculated using a financial performance factor and a non-financial performance factor. For 2020, the Compensation Committee increased the weighting of the financial performance factor to 60% (from 50% for 2019) and decreased the weighting of the non-financial performance factor to 40% (from 50% for 2019) to more closely align with institutional investors’ expectations.
Beginning in February 2020, all equity awards have a four-year vesting schedule (compared to a five-year vesting schedule for previously granted awards). The shortened vesting period enhances our ability to attract key talent by aligning our employee equity award vesting schedule more closely with typical market practice, but remains longer than median market practice, allowing our equity awards to continue to serve as an important employee retention tool.
In response to the economic uncertainty caused by the COVID-19 pandemic, we temporarily reduced certain compensation-related costs from April 2020 to July 2020, including a 30% salary reduction for our CEO (which was voluntarily offered by Mr. Mazelsky and accepted by our Board), 20% salary reductions for our other NEOs, suspension of our U.S. 401(k) plan’s matching contributions, and a suspension of all cash compensation payable to our non-employee Directors. As market trends improved and business impacts became clearer, we discontinued these temporary reductions. When we reinstated our U.S. 401(k) plan’s matching contributions in July 2020, we also matched eligible contributions made by employees during the suspension period. Other than this subsequent matching of 401(k) plan contributions, none of these compensation reductions were retroactively reimbursed. While temporary, these compensation reductions enabled us to preserve jobs, organizational capability and business continuity, positioning us to make necessary investments for sustaining long-term growth at IDEXX.
20 | 2021 Proxy Statement



PROXY SUMMARY
In December 2020, we amended our clawback policy to broaden the Board’s ability to recover performance-based incentive compensation with respect to financial restatements and expand the pool of executives subject to the policy.
In December 2020, we amended our 1997 Employee Stock Purchase Plan to provide for the purchase of notional fractional shares of our common stock from each participant’s payroll deductions, beginning in 2021. This amendment will enable even greater participation by our eligible employees in this valuable employee benefit, particularly given the significant increase in our stock price in recent years.
In February 2021, the Compensation Committee included premium-priced stock options as part of the annual equity-based long-term incentive compensation granted to our CEO for 2021. The grant of these performance-based premium-priced options, which only provide value if our stock price increases by more than 10% over the stock price on the date of grant, aligns with our overall compensation philosophy that emphasizes pay for performance.
The 2021 annual performance-based cash bonuses for our named executive officers will be determined, in part, by our achievement against specific DEI goals and corporate responsibility goals approved by our Board for 2021, including (among other things):
Continuing to increase the percentage of women in senior leadership positions, launching an enterprise-wide Diversity, Equity and Inclusion Education Program and advancing diversity through promotions, leadership development programs and diverse hiring slates; and
Implementing our ESG strategy and multi-year roadmap (which includes advancing ESG reporting and disclosures, conducting third-party ESG materiality and carbon footprint assessments and executing environmental sustainability and human capital management initiatives), advancing the work of the IDEXX Foundation and supporting the COVID-19 pandemic response through continued support of COVID-19 human testing.
Executive Compensation Program at a Glance
We seek to promote the long-term interests of our shareholders through our prudent compensation practices and policies with respect to our NEOs and other senior executives:
Executive Compensation Program Design
What We Do
What We Don’t Do
image_81.jpg Align pay with our performance by having a weighted average of 80% of 2020 target total direct compensation for our NEOs consist of variable compensation
image_81.jpg Generally target total direct compensation for our NEOs at the median of our peer group
image_81.jpg Focus, in part, on effectiveness of management to invest in the future of the business through its innovation, employees, systems and processes
image_571.jpg No uncapped payouts under our Executive Incentive Plan
Equity-Award-Related Practices
What We Do
What We Don’t Do
image_81.jpg Apply a one-year minimum vesting period to equity awards granted to employees
image_81.jpg Minimum fair market value exercise price for options
image_81.jpg Include non-competition, non-solicitation and related forfeiture provisions in our equity award agreements for our executives
image_571.jpg No dividends or dividend equivalents on unearned or unvested equity awards
image_571.jpg No backdating of options and no repricing or buyout of underwater stock options without shareholder approval

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Compensation Governance and Risk Mitigation
What We Do
What We Don’t Do
image_81.jpg Review our peer group annually and engage in rigorous, annual benchmarking to align our executive compensation program with the market
image_81.jpg Review and verify annually the independence of the Compensation Committee’s independent compensation consultant
image_81.jpg Conduct an annual compensation program risk assessment
image_81.jpg Provide only limited benefits and perquisites to our senior executives that are not otherwise made available to our other salaried employees
image_81.jpg Require our senior executives to satisfy strict and meaningful stock ownership guidelines to strengthen the alignment with our shareholders’ interests
image_81.jpg Maintain a clawback policy that allows us to recover annual and long-term performance-based compensation if we are required to restate our financial results, other than a restatement due to changes in accounting principles or applicable law
image_81.jpg Hold an advisory vote on executive compensation on an annual basis to provide our shareholders with an opportunity to give feedback on our executive compensation program
image_81.jpg Cap annual performance-based cash bonuses at 200% of target
image_571.jpg No employment contracts with our NEOs other than with our CEO
image_571.jpg No tax gross-ups of perquisites or 280G excise taxes, except standard tax equalization measures for expatriates, relocation costs and de minimis amounts for spousal and partner travel expenses to our annual President’s Club events
image_571.jpg No supplemental executive retirement plan
image_571.jpg No single-trigger change-in-control bonus payments or vesting of equity awards (except for 25% vesting of equity awards upon a change-in-control)
image_571.jpg No stock options granted below fair market value
image_571.jpg No allowance for pledging of our common stock by executive officers and Directors
image_571.jpg No allowance for employees to hedge or sell short our common stock
22 | 2021 Proxy Statement



NOTICE OF ANNUAL MEETING
Notice of 2021 Annual Meeting
of Shareholders
NOTICE IS HEREBY GIVEN of the 2021 annual meeting of shareholders (2021 Annual Meeting) of IDEXX Laboratories, Inc. As described below, the 2021 Annual Meeting will be a completely virtual meeting of shareholders held over the Internet, and shareholders will be able to attend the 2021 Annual Meeting, vote their shares electronically and submit their questions during the live audio webcast of the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/IDXX2021 and entering their control number. We will first make available to our shareholders this Proxy Statement and the form of proxy relating to the 2021 Annual Meeting, as well as our 2020 Annual Report on Form 10-K filed with the SEC on February 12, 2021, on or about March 31, 2021. The 2021 Annual Meeting will be held:
PURPOSE OF 2021 ANNUAL MEETING
1.Election of Directors. To elect Bruce L. Claflin, Asha S. Collins, PhD and Sam Samad to serve as Class I Directors with terms expiring at the 2024 Annual Meeting and Daniel M. Junius to serve as a Class II Director with a term expiring at the 2023 Annual Meeting (Proposal One);
2.Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year (Proposal Two);
3.Advisory Vote to Approve Executive Compensation. To approve a non-binding advisory resolution on the Company’s executive compensation (Proposal Three); and
4.Other Business. To conduct such other business as may properly come before the 2021 Annual Meeting or any adjournments thereof, including approving any such adjournment, if necessary.
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DATE AND TIME
Wednesday, May 12, 2021, 10:00 a.m.,
Eastern Time
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LOCATION
Virtual meeting online via audio webcast at www.virtualshareholdermeeting.com/IDXX2021
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RECORD DATE
The Company’s Board of Directors has fixed the close of business on March 19, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the 2021 Annual Meeting.
VIRTUAL MEETING ADMISSION
Shareholders of record as of March 19, 2021, will be able to participate in the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/IDXX2021. To participate in the 2021 Annual Meeting, shareholders of record will need the control number included on their Notice of Internet Availability of the proxy materials, on their proxy card or on the instructions that accompanied their proxy materials. The annual meeting will begin promptly at 10:00 a.m., Eastern Time. Online check-in will begin at 9:30 a.m., Eastern Time, and you should allow ample time for the online check-in procedures.
PRE-MEETING FORUM
The online format for our 2021 Annual Meeting also allows us to communicate more effectively with you through our online pre-meeting forum, which can be accessed at www.proxyvote.com for beneficial owners and www.proxyvote.com/idxx for registered shareholders. At this online pre-meeting forum, you can submit questions in advance of our 2021 Annual Meeting, vote, view the Rules of Conduct and Procedures relating to the 2021 Annual Meeting and access copies of proxy materials and our annual report.
By order of the Board of Directors,
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Sharon E. Underberg
Senior Vice President,
General Counsel and Corporate Secretary
Westbrook, Maine
March 31, 2021

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Corporate Governance
Board Refreshment and Succession Planning
The Nominating and Governance Committee identifies, reviews and recommends candidates for nomination to our Board in accordance with its charter and our Corporate Governance Guidelines. To ensure that it is selecting candidates who will contribute to Board effectiveness and the continued fulfillment of our Purpose, the Nominating and Governance Committee actively plans for Board succession and refreshment throughout the entire year:
Strategic and Risk Review
This annual strategic planning process and enterprise risk assessment informs the Nominating and Governance Committee’s understanding of the specific skill sets that would contribute to Board effectiveness
Board Self-Assessment
Nominating and Governance Committee uses this annual assessment to identify any future needs – particularly in light of our long-term strategy, risks and potential Director retirements
Board Composition Review
Nominating and Governance Committee annually reviews the Board composition and each Director’s skill set
Recruitment and Nomination Process
Nominating and Governance Committee identifies and evaluates potential candidates, and the Board recommends nominees
Election
Shareholders vote on nominees
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Eight new independent Directors joined the Board in the past nine years
Each year, the Nominating and Governance Committee leverages insights from the Board’s annual review of our long-term strategic plan and related risk assessment to identify the capabilities, skills and experiences that it believes would best enable our Board to support our Purpose, including the creation of exceptional long-term shareholder and stakeholder value, in both the present time and the future.
The Nominating and Governance Committee then considers the results of our annual Board self-assessment and evaluates the Board’s composition and each Director’s skill set to determine whether our Directors’ current capabilities, skills and experiences align with the long-term needs of our Board.
Based on its review, coupled with our Director age limit in our Corporate Governance Guidelines – which requires each Director to retire at the next Annual Meeting after his or her 73rd birthday, except as may be approved by the Board – the Nominating and Governance Committee determines whether and when Board refreshment is needed, as well as the capabilities, skills and experiences that candidates should possess.
The Nominating and Governance Committee then engages in the process described below under “Director Nomination Process.” Once candidates are recommended to the Board, the Board selects nominees to be voted upon by our shareholders, or if a candidate is recommended to fill a Board vacancy, he or she may be elected by the vote of a majority of the Directors then in office.
24 | 2021 Proxy Statement



CORPORATE GOVERNANCE
Diversity and our Board
We believe that diversity on our Board, including but not limited to gender, racial and ethnic diversity, helps drive innovation and a better understanding of our stakeholders and contributes to Board effectiveness.
Accordingly, the Nominating and Governance Committee and the Board are focused on ensuring that a wide range of backgrounds and experiences are represented on our Board and consider the value of diversity of all types in the Board member nomination process. In particular, the Nominating and Governance Committee actively seeks out and includes highly-qualified, diverse candidates (including women and persons with racially or ethnically diverse backgrounds) in the pool of potential Board nominees. As a result of our Board’s sustained focus on refreshment and diversity, we have added eight new independent members in the past nine years, and we are proud that, assuming the election of our current Director nominees at the 2021 Annual Meeting and taking into account the previously announced retirement of Dr. Rebecca Henderson, effective immediately following the 2021 Annual Meeting, we will have a Board that self-identifies as: 30% women; 20% born and raised outside the United States; 20% racially or ethnically diverse and 10% with a disability.
For more information regarding the composition, backgrounds and qualifications of our Board, see the information above on page 15 under “Board Composition, Backgrounds and Skills.”
Director Nomination Process
12
The Nominating and Governance Committee identifies, evaluates, recruits and makes recommendations to the Board regarding candidates for election by the shareholders or to fill vacancies on the Board using the criteria described below. The process followed by the Nominating and Governance Committee includes:
Receiving recommendations from the Board, management and shareholders;
Actively seeking and including diverse individuals who fit the Board’s search criteria (including women and persons with racially/ethnically diverse backgrounds) in the pool of potential candidates;
Holding meetings to evaluate biographical information and background material relating to potential candidates; and
Interviewing selected candidates.
In addition, the Nominating and Governance Committee, in some instances, will engage an executive search firm to assist in recruiting candidates. In such cases, the executive search firm assists the Nominating and Governance Committee in:
Identifying a diverse slate of potential candidates who fit the Board’s search criteria (including women and persons with racially/ethnically diverse backgrounds);
Obtaining candidate resumes and other biographical information;
Conducting initial interviews to assess candidates’ qualifications, fit and interest in serving on the Board;
Scheduling interviews with the Nominating and Governance Committee, other members of the Board and management;
Performing reference checks; and
Assisting in finalizing arrangements with candidates who receive an offer to join the Board.
Director Nominee Criteria, Diversity and Qualifications
To be considered for nomination to the Board, a candidate must meet the following minimum criteria:
Reputation for integrity, honesty and adherence to high ethical standards;
Demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to our current and long-term objectives;
Willingness and ability to contribute positively to our decision-making process;
Record of substantial achievement in one or more areas that are relevant to us and a general understanding of the issues facing public companies of a size and operational scope similar to us;
Commitment to understanding us and our industry and to devoting adequate time and effort to Board responsibilities, including regularly attending and participating in Board and Committee meetings;
Interest in and understanding of the sometimes conflicting interests of our various constituencies, which include shareholders, employees, customers, government entities, creditors and the general public, and willingness to act in the interests of our shareholders; and

2021 Proxy Statement | 25

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Absence of any conflict of interest, or appearance of a conflict of interest, that would impair the Director’s ability to represent the interests of our shareholders and to fulfill the responsibilities of a Director.
The Nominating and Governance Committee and the Board are also focused on ensuring that a wide range of backgrounds and experiences are represented on our Board and consider the value of diversity of all types in the Board member nomination process, as described above under “Diversity and Our Board.”
In addition, in evaluating potential candidates, the Nominating and Governance Committee considers whether the candidates possess the desired capabilities, skills and experiences that would best enable our Board to support our Purpose, including the creation of exceptional long-term shareholder value, in both the present time and the future, as described above under “Board Refreshment and Succession Planning,” and whether the candidates meet the other applicable requirements under the Corporate Governance Guidelines, including the Director independence requirements described under “Director Independence” beginning on page 35 and the maximum number of directorships generally permitted for our Directors. The Corporate Governance Guidelines provide that, unless an exception has been granted by the Board:
Directors cannot serve on more than four other public company boards;
Audit Committee members cannot serve on more than two other public company audit committees or, if an Audit Committee member is a retired certified public accountant, chief financial officer or controller, or is a retired executive with similar experience, then he or she cannot serve on more than three other public company audit committees; and
Directors who are CEOs of other public companies cannot serve on more than two other public company boards (including the board of their employer).
Shareholder Recommendation and Nomination of Directors
Shareholders who want to recommend a nominee for Director should submit the name of the nominee to our Senior Vice President, General Counsel and Corporate Secretary at our principal executive offices, together with biographical information and background material sufficient for the Nominating and Governance Committee to evaluate the recommended candidate based on its selection criteria, as well as a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date the recommendation is made. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Governance Committee will apply the same criteria, and follow substantially the same process, in considering each qualifying shareholder recommendation as it does in considering other candidates. If the Board determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included on the proxy card for our next Annual Meeting.
Shareholders also have the right under our Amended and Restated By-Laws to nominate Director candidates directly, without any action or recommendation on the part of the Nominating and Governance Committee or the Board, by following the procedures described under “Other Nominations or Items of Business” on page 96. Candidates nominated by shareholders directly in accordance with the procedures set forth in our Amended and Restated By-Laws will not be included on our proxy card for the next Annual Meeting, but may be included on proxies the nominating shareholders seek independently, unless both the nominating shareholder(s) and the candidates nominated by them satisfy the requirements of our proxy access bylaw, as described under “Proxy Access Nominations” on page 96.
Majority Voting and Director Resignation
Our Amended and Restated By-Laws provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, a nominee who does not receive a majority of votes cast with respect to his or her election will not be elected.
Pursuant to our Director Resignation Policy included in our Corporate Governance Guidelines, a Director who is not re-elected is required to promptly tender his or her resignation, and the Nominating and Governance Committee would make a recommendation to the Board as to whether to accept the resignation. Following the Nominating and Governance Committee’s recommendation, the Board would determine whether or not to accept that Director’s resignation, considering any factors it deems relevant. Under this policy, the Board is required to act on the recommendation of the Nominating and Governance Committee within 90 days of the certification of the shareholder vote.
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CORPORATE GOVERNANCE
Proposal One – Election of Directors
Our Board of Directors is divided into three classes, and members of each class hold office for three-year terms as set forth below:
Class I Directors – currently four Directors whose terms expire at the 2021 Annual Meeting;
Class II Directors – currently three Directors whose terms expire at the 2023 Annual Meeting; and
Class III Directors – currently four Directors whose terms expire at the 2022 Annual Meeting.
Upon recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Bruce L. Claflin, Dr. Asha S. Collins and Mr. Sam Samad, three of our current Class I Directors, for re-election as Class I Directors, and shareholders are being asked to elect them for three-year terms expiring at the 2024 Annual Meeting.
Dr. Rebecca M. Henderson, who is a Class II Director, notified the Board of her intention to retire from the Board, effective immediately after the 2021 Annual Meeting. In light of Dr. Henderson’s retirement and in order to balance the membership of the Board’s three classes of Directors, upon recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Daniel M. Junius, one of our current Class I Directors, for re-election as a Class II Director, and shareholders are being asked to elect him to serve the remainder of a Class II Director’s term, which expires at the 2023 Annual Meeting. The Board has also determined to reduce its size from eleven members to ten members, and reduce the number of Class I Directors from four to three, in each case effective immediately following the 2021 Annual Meeting.
Mr. Bruce L. Claflin, Dr. Asha S. Collins, Mr. Daniel M. Junius and Mr. Sam Samad each meet NASDAQ Stock Market (NASDAQ) independence requirements, and all of our nominees have consented to serve, if elected. If any of the nominees becomes unable to serve, proxies can be voted for a substitute nominee, or the Board may choose to reduce the size of the Board.
Biographical information for all of our Directors, including the Director nominees, is provided below, along with information regarding some key experiences, qualifications, attributes and skills that our Directors bring to the Board. These below-described key experiences, qualifications, attributes and skills contributed to each Director’s selection as a Board member and each Director nominee’s nomination for re-election at our 2021 Annual Meeting. There are no family relationships among the executive officers or Directors of IDEXX.
For a summary of key information regarding the composition, backgrounds and qualifications of our Board, see the information above on page 15 under “Board Composition, Backgrounds and Skills.”
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote “FOR” the election of Mr. Claflin, Dr. Collins, Mr. Junius and Mr. Samad.
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Director Nominees and Board Biographies
Class I Director Nominees Whose Terms Would Expire in 2024
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Bruce L. Claflin
Mr. Claflin served as President, Chief Executive Officer and a member of the board of directors of 3Com Corporation from January 2001 until his retirement in 2006, and he served as President and Chief Operating Officer of 3Com from August 1998 to January 2001. Before joining 3Com, Mr. Claflin worked at Digital Equipment Corporation as Senior Vice President, Sales and Marketing from 1997 to 1998 and as Vice President and General Manager of the PC Business Unit from 1995 to 1997. Before joining Digital Equipment Corporation, Mr. Claflin worked at IBM for 22 years, where he held senior management positions in sales, marketing, research and development and manufacturing. Mr. Claflin holds an undergraduate degree in Political Science from Pennsylvania State University.
Qualifications
As the past Chairman and Chief Executive Officer of 3Com Corporation, a large international public technology company, Mr. Claflin brings extensive leadership, management and corporate strategy experience. Through Mr. Claflin’s various executive and senior management roles at IBM and Digital Equipment Corporation, he acquired significant experience in manufacturing, operations and international business transactions, as well as a deep understanding of advanced technology. Mr. Claflin’s service on other public company boards, including as the Non-Executive Chairman of the Board of Advanced Micro Devices, a global semiconductor company, offers valuable perspectives.
Independent Director
Age: 69
Director since: July 2015
Committees:
Audit
Nominating and Governance (Chair)
Other current public company director service:
Ciena Corporation (since 2006)
Former public company
director service:
Advanced Micro Devices, Inc. (August 2003 to April 2017) (Chairman March 2009 to May 2016)
3Com Corporation (2001 to 2006)
Time Warner Telecom (2000 to 2003)
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Asha S. Collins, PhD
Dr. Collins has served as the Head of U.S. Clinical Operations at Genentech, Inc., a subsidiary of Roche Holding A.G., since May 2018. Prior to joining Genentech, Dr. Collins held several senior leadership positions at McKesson Corporation between September 2014 and March 2018, including Vice President of Clinical Sourcing and Business Development from November 2015 to March 2018 and Senior Director, Corporate Strategy and Business Development from September 2014 to November 2015. She was previously Principal Consultant at Quintiles from 2011 to 2014 and Manager at Deloitte Consulting from 2008 to 2011. In July 2019, Dr. Collins was selected as a Health Innovators Fellow by The Aspen Institute. Dr. Collins holds an undergraduate degree in Biology from the University of Pittsburgh and a PhD in Cancer Biology and Microbiology from the University of Wisconsin-Madison.
Qualifications
As the Head of U.S. Clinical Operations of Genentech, a biotechnology company and member of the Roche Group, Dr. Collins is a proven entrepreneur, innovator and values-based leader in the healthcare field. Dr. Collins brings a deep scientific understanding, as well as valuable strategic, operational and management experience at life science and healthcare companies.
Independent Director
Age: 45
Director since: November 2020
Committees:
Nominating and Governance
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CORPORATE GOVERNANCE
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Sam Samad
Mr. Samad has served as the Senior Vice President and Chief Financial Officer of Illumina, Inc. since January 2017. Before joining Illumina, Mr. Samad held several senior leadership positions at Cardinal Health between November 2007 and January 2017, including Senior Vice President and Corporate Treasurer from February 2012 to January 2017, with leadership responsibility for Cardinal Health’s China business. He was previously Senior Vice President and Chief Financial Officer for the pharmaceutical segment of Cardinal from 2009 to 2012, and Vice President, Healthcare Supply Chain Services. He also previously held finance roles at Eli Lilly and Pepsico Inc. Mr. Samad received his undergraduate degree of Business Administration from the American University of Beirut in Lebanon and his MBA from McMaster University in Hamilton, Canada.
Qualifications
As the Chief Financial Officer of Illumina, Inc., a public biotechnology company, Mr. Samad brings substantial financial and leadership experience at an innovative, high-growth healthcare company, valuable perspectives regarding communications and engagement with the investment community and expertise in the review and preparation of financial statements. In addition, Mr. Samad has extensive international operational experience, providing him with important insights.
Independent Director
Age: 51
Director since: July 2019
Committees:
Audit
Class II Director Nominee Whose Term Would Expire in 2023
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Daniel M. Junius
Mr. Junius served as President and Chief Executive Officer of ImmunoGen, Inc. from 2009 until his retirement in May 2016. Before that, he served as President and Chief Operating Officer and Acting Chief Financial Officer of ImmunoGen from July 2008 to December 2008, Executive Vice President and Chief Financial Officer from 2006 to July 2008 and Senior Vice President and Chief Financial Officer from 2005 to 2006. Before joining ImmunoGen, Mr. Junius was Executive Vice President and Chief Financial Officer of New England Business Service, Inc. from 2002 until its acquisition by Deluxe Corporation in 2004 and Senior Vice President and Chief Financial Officer of New England Business Services from 1998 to 2002. Before joining New England Business Services, Mr. Junius was Vice President and Chief Financial Officer of Nashua Corporation from 1996 to 1998. Mr. Junius joined Nashua Corporation in 1984 and held various financial management positions of increasing responsibility before becoming Chief Financial Officer in 1996. Mr. Junius holds an undergraduate degree in Political Science from Boston College and a master’s degree in Management from Northwestern University’s Kellogg School of Management.
Qualifications
As the former Chief Executive Officer and Chief Financial Officer of ImmunoGen, a public biotechnology company, Mr. Junius has extensive leadership, management, strategic planning and financial experience in the biotechnology field. Over the course of almost 20 years as the chief financial officer of various companies, Mr. Junius gained substantial expertise in the review and preparation of financial statements, which provides valuable perspective as the Chair of the Audit Committee. Mr. Junius’s service on other public company boards, including as audit committee chair, brings additional insight to his Board service and leadership.
Independent Director
Age: 68
Director since: March 2014
Committees:
Audit (Chair)
Finance
Other current public company director service:
GlycoMimetics, Inc. (since March 2016)
Former public company
director service:
ImmunoGen, Inc. (November 2008 to June 2018)
Vitae Pharmaceuticals, Inc.
(July 2016 to October 2016)

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Class II Directors Whose Terms Expire in 2023
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Lawrence D. Kingsley
Mr. Kingsley has served as the independent Non-Executive Board Chair of IDEXX since November 2019 and as an Advisory Director to Berkshire Partners LLC, a Boston-based investment firm, since May 2016. Prior to that Mr. Kingsley served as Chairman of Pall Corporation from October 2013 to August 2015 and as Chief Executive Officer of Pall Corporation from October 2011 to August 2015. Before his experience at Pall, Mr. Kingsley was the Chief Executive Officer of IDEX Corporation, a company specializing in fluid and metering technologies, health and science technologies and fire, safety and other diversified products, from 2005 to 2011 and the Chief Operating Officer of IDEX from August 2004 to March 2005. From 1995 to 2004, he held various positions of increasing responsibility at Danaher Corporation, including Corporate Vice President and Group Executive from March 2004 to August 2004, President of Industrial Controls Group from April 2002 to July 2004 and President of Motion Group, Special Purpose Systems from January 2001 to March 2002. Mr. Kingsley holds an undergraduate degree in Industrial Engineering and Management from Clarkson University and an MBA from the College of William and Mary.
Qualifications
As the former Chief Executive Officer of Pall Corporation and IDEX Corporation, Mr. Kingsley successfully led high-technology, high-growth, multinational public companies and demonstrated his leadership and outstanding executive management and operational skills. Mr. Kingsley also brings strategic planning and financial expertise. Mr. Kingsley’s experience serving on other public company boards brings additional valuable perspectives to his Board service, including as our Independent Non-Executive Board Chair.

Independent Non-Executive Board Chair
Age: 58
Director since: October 2016
Independent Non-Executive Board Chair (since November 2019)
Lead Director (May 2018 – November 2019)
Committees:
Compensation
Nominating and Governance
Other current public company director service:
Polaris Industries Inc. (since January 2016)
Rockwell Automation, Inc.
(since 2013)
Former public company
director service:
Cooper Industries plc
(formerly Cooper Industries Ltd.) (2007 to 2012)
Pall Corporation (2011 to August 2015)
IDEX Corporation (2005 to 2011)

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CORPORATE GOVERNANCE
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Sophie V. Vandebroek, PhD
Dr. Vandebroek has served as founder and owner of Strategic Vision Ventures LLC since February 2021. Previously, Dr. Vandebroek was the inaugural visiting scholar at the Massachusetts Institute of Technology School of Engineering for the 2019-2020 academic year; Vice President, Emerging Technology Partnerships for International Business Machines, Inc. (IBM) from August 2018 to August 2019; and Chief Operating Officer - IBM Research from January 2017 to August 2018. Prior to joining IBM, she was an executive with Xerox Corporation, where she served as Chief Technology Officer and Corporate Vice President of Xerox Corporation and President of the Xerox Innovation Group from 2006 to 2016 and Chief Engineer of Xerox Corporation from 2002 to 2005, and was also responsible for overseeing Xerox’s global research centers, including the Palo Alto Research Center, or PARC Inc. Dr. Vandebroek is a member of Advisory Council of the Dean of the School of Engineering at Massachusetts Institute of Technology, a Fellow of the Institute of Electrical & Electronics Engineers, a Fulbright Fellow and a Fellow of the Belgian-American Educational Foundation. Dr. Vandebroek holds an undergraduate degree in engineering and a master’s degree in electro-mechanical engineering from KU Leuven, Leuven, Belgium, and a PhD in electrical engineering from Cornell University.
Qualifications
Through her academic experiences and prior executive global roles at IBM and Xerox, Dr. Vandebroek brings substantial knowledge and expertise in technology, business processes and cybersecurity, as well as a long track record of innovation and managing balanced research and development portfolios and leading large diverse and inclusive organizations for global enterprises. Dr. Vandebroek’s experience in research and development and innovation is particularly relevant for IDEXX in light of our commitment to innovation as a strategy and extensive investment in research and development.
Independent Director
Age: 59
Director since: July 2013
Committees:
Finance
Nominating and Governance
Other current public company director service:
Wolters Kluwer N.V. (Since April 2020)
Former public company
director service:
Analogic Corporation (August 2008 to January 2016)
Class II Director Who Will Be Retiring in May 2021
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Rebecca M. Henderson, PhD
Dr. Henderson has been the John and Natty McArthur University Professor at Harvard University since 2011. Before joining Harvard’s faculty, from 1998 to 2009 Dr. Henderson served as the Eastman Kodak Professor of Management, Sloan School of the Massachusetts Institute of Technology. Dr. Henderson is also a research fellow at the National Bureau of Economic Research and a fellow of both the British Academy and the American Academy of Arts and Sciences. Dr. Henderson holds an undergraduate degree from the Massachusetts Institute of Technology and a PhD in business economics from Harvard University.
Qualifications
As a Harvard Business School professor of general management and strategy and an author of both books and articles regarding sustainability, strategy and innovation, Dr. Henderson brings substantial expertise in corporate strategy, sustainability, compensation practices, corporate responsibility and governance issues, with a particular focus on high-technology businesses. This expertise, combined with her deep knowledge of and insight into our businesses, operations and organization from her nearly eighteen years of service on the Board, has uniquely positioned Dr. Henderson to offer valuable insights into the organizational and strategic issues faced by IDEXX throughout her tenure as a Director.
Independent Director
Age: 60
Director since: July 2003
Committees:
Compensation
Finance (Chair)
Former public company
director service:
Amgen, Inc. (July 2009 to May 2020)

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Class III Directors Whose Terms Expire in 2022
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Jonathan W. Ayers
Mr. Ayers has served as a Senior Advisor to IDEXX since November 2019. Prior to that, Mr. Ayers served as the Chair of the Board of IDEXX from January 2002 to November 2019 and served as President and CEO of IDEXX from January 2002 to June 2019. Before joining IDEXX, Mr. Ayers held various executive leadership positions at United Technologies Corporation and its business unit Carrier Corporation from 1995 to 2001. Prior to that, Mr. Ayers held various investment banking positions at Morgan Stanley & Co. for nine years. Mr. Ayers holds an undergraduate degree in molecular biophysics and biochemistry from Yale University and an MBA from Harvard Business School, with high distinction.
Qualifications
As our former Board Chair, President and CEO for more than seventeen years, Mr. Ayers brings outstanding leadership skills, a comprehensive institutional knowledge of our business, strategy and evolving risk landscape and insightful perspectives into our markets – including our primary market: global pet healthcare. Mr. Ayers also brings significant and diverse experience in many relevant areas, including global business strategy, management, finance, business development, marketing, product development and software technology. In addition, as our Board Chair from January 2002 to November 2019, Mr. Ayers gained significant corporate governance and board leadership experience.
Non-Employee Director and Senior Advisor
Age: 65
Director since: January 2002
Board Chair (January 2002 – November 2019)
Committees:
None
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Stuart M. Essig, PhD
Dr. Essig has served as the Chairman of the Board of Directors of Integra LifeSciences Holdings Corporation since January 2012, and he first joined Integra’s Board of Directors in December 1997. In addition, Dr. Essig was Integra’s Chief Executive Officer from December 1997 until June 2012. Since 2012, he has also served as Managing Director of Prettybrook Partners LLC, a family office focused on investing in the healthcare industry. He is a Venture Partner at Wellington Partners Advisory AG, a venture capital firm, and a Senior Advisor to TowerBrook Capital Partners and Water Street Healthcare Partners. Before joining Integra, Dr. Essig was a managing director in mergers and acquisitions for Goldman, Sachs and Co., specializing in the medical device, pharmaceutical and biotechnology sectors. Dr. Essig holds an undergraduate degree from the School of Public and International Affairs at Princeton University and a PhD in financial economics and an MBA from the University of Chicago.
Qualifications
As the former Chief Executive Officer of Integra LifeSciences Holdings Corporation and its current Chairman of the Board, Dr. Essig has extensive executive leadership experience in developing, executing and overseeing the corporate strategy of a rapidly growing medical device company. Dr. Essig also brings broad knowledge of the healthcare industry and deep capital markets, investment and financial services expertise. Dr. Essig’s service on public company boards, including in leadership roles, provides valuable additional perspective on corporate governance and other board-related matters.
Independent Director
Age: 59
Director since: July 2017
Committees:
Finance
Nominating and Governance
Other current public company director service:
Integra LifeSciences Holdings Corporation (since 1997) (Chairman since 2012)
SeaSpine Holdings Corporation (since June 2015) (Lead Director since July 2015)
Former public company
director service:
Owens & Minor, Inc. (October 2013 to August 2019)
St. Jude Medical, Inc. (March 1999 to January 2017)
Vital Signs, Inc. (1998 to 2002)
Zimmer Biomet Holdings, Inc. (2005 to 2008)
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CORPORATE GOVERNANCE
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Jonathan J. Mazelsky
Mr. Mazelsky has served as President and CEO of IDEXX since October 2019. Prior to that, Mr. Mazelsky served as our Interim President and CEO from June 2019 to October 2019, and he was an Executive Vice President responsible for our North American Companion Animal Group Commercial Organization and key elements of the innovation portfolio, including our IDEXX VetLab® in-house diagnostics, Diagnostic Imaging, Veterinary Software and Services, Rapid Assay and Telemedicine lines of business from August 2012 to June 2019. Before joining IDEXX, Mr. Mazelsky was a Senior Vice President and General Manager from 2010 to 2012 of Computed Tomography, Nuclear Medicine and Radiation Therapy Planning at Philips Healthcare, a subsidiary of Royal Philips Electronics. Previously he held a series of other leadership roles with increasing responsibilities during his tenure at Philips beginning in 2001. Prior to joining Philips, Mr. Mazelsky was at Agilent Technologies, where he was an Executive in Charge from 2000 to 2002, leading the integration of Agilent’s Healthcare Group into Philips. He also served as a General Manager of the Medical Consumables Business Unit at Agilent Technologies from 1997 to 2000. From 1988 to 1996, Mr. Mazelsky held a number of roles at Hewlett Packard in finance, marketing and business planning. Mr. Mazelsky holds an undergraduate degree in mathematics from the University of Rochester and an MBA from the University of Chicago.
Qualifications
As our President and CEO, Mr. Mazelsky brings demonstrated leadership, management and operational capabilities, a deep understanding of IDEXX, our markets and our innovative products and services and a compelling strategic vision for continued long-term, sustainable growth at IDEXX. Mr. Mazelsky also has extensive leadership and management experience at other global enterprises in healthcare markets, providing valuable insights. In addition, as our CEO and a Board member, he effectively connects the Board with management and supports effective Board oversight that is informed by his understanding of IDEXX, as well as our employees, customers and other stakeholders.
Director and President and Chief Executive Officer
Age: 60
Director since: October 2019
Committees:
None
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M. Anne Szostak
Ms. Szostak had a 31-year career with Fleet/Boston Financial Group (now Bank of America), a diversified financial services company, until her retirement in 2004. She served as Board Chair and Chief Executive Officer of Fleet Bank-Rhode Island from 2001 to 2003, Board Chair, President and Chief Executive Officer of Fleet-Maine from 1991 to 1994, and Corporate Executive Vice President and Chief Human Resources Officer of FleetBoston Financial Group from 1998 to 2004. After her retirement, Ms. Szostak founded Szostak Partners, an executive coaching and human resources consulting firm, and as President of Szostak Partners, she provides strategic advice and counsel to clients. Ms. Szostak holds an undergraduate degree from Colby College, and she has completed several executive education programs at Harvard Business School.
Qualifications
Through her executive leadership roles at Fleet/Boston Financial Group, including serving as the Chief Executive Officer of two major bank subsidiaries, Ms. Szostak brings extensive leadership, management, financial services and human resources experience to the Board. In particular, Ms. Szostak has deep expertise in human capital management, which is a key driver for our strategy of innovation. Ms. Szostak also leverages her substantial public company board experience, including in committee chair roles, in her service on our Board, including as Chair of the Compensation Committee.
Independent Director
Age: 70
Director since: July 2012
Committees:
Audit
Compensation (Chair)
Other current public company director service:
Tupperware Brands Corporation (since 2000)
Former public company
director service:
Belo Corporation (2004 to 2013)
ChoicePoint Corporation (2005 to 2008)
Dr. Pepper Snapple Group, Inc. (May 2008 to July 2018)
SFN Group, Inc. (2005 to 2011)


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Our Corporate Governance Framework
We are proud of our commitment to sound corporate governance and high ethical standards, and we believe that this commitment has contributed to our success in building long-term value for our shareholders and other stakeholders.
Our corporate governance framework includes our corporate governance policies and practices and provides the structure that enables our Board to provide effective oversight and counsel for the Company.
Visit the Corporate Governance section of our website, www.idexx.com, to learn more about, and access copies of, our corporate documents and corporate governance policies, including:
Corporate Governance Guidelines
Code of Ethics
Certificate of Incorporation
Amended and Restated By-Laws
Charter for each of our Board Committees
Hard copies of these documents may be obtained upon request by contacting our Senior Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092.
Information on our website does not constitute part of this Proxy Statement.
Corporate Governance at a Glance
Independence
All of our Directors are independent, other than our President and CEO, Mr. Mazelsky, and our former President and CEO, Mr. Ayers.
Our Board Committees are composed exclusively of independent Directors.
Strategy, Risk Management, Cybersecurity, ESG and Succession Planning
Annual corporate strategy review by the Board.
Risk management oversight by the Board and its Committees.
Board oversight of cybersecurity risk management and material ESG activities and practices.
Active Board participation in succession planning for our CEO and other members of senior management, including each of our other NEOs.
Successful CEO succession and transition in 2019.
Executive Sessions
Our independent Directors held executive sessions at every regularly scheduled Board meeting in 2020.
Board Accountability and Effectiveness
Majority voting for Directors in uncontested elections.
Proxy access rights.
Rigorous annual self-assessment of the Board, its Committees, the independent Board Chair and the Directors.
Regular Board refreshment and robust Director nominee selection process.
Continuing education opportunities available for Directors on an ongoing basis.
Director retirement at the next Annual Meeting following his or her 73rd birthday, except as may be approved by the Board.
Board Diversity (including Gender, Racial and Ethnic Diversity)
Actively seek and include highly-qualified diverse candidates (including women and persons with racially/ethnically diverse backgrounds) in the pool of potential Board nominees.
30% of our continuing Directors will be women, 20% were born and raised outside the U.S., 20% self-identify as racially or ethnically diverse and 10% have a disability.*
Independent Board Leadership
A strong independent Lead Director or Board Chair elected annually.
Stock Ownership Guidelines
The target stock ownership levels are set forth below:
Independent Directors – six times the annual cash retainer (currently $480,000 in stock value)
CEO – ten times annual base salary (currently $8.5 million in stock value)
Executive Vice Presidents – four times annual base salary
Senior Vice Presidents – one times annual base salary
Additional Policies that Promote Alignment with Interests of Shareholders
Anti-Hedging and Short Sale policy for Directors and employees.
Anti-Pledging policy for Directors and executive officers.
Clawback policy applicable to performance-based incentive compensation.
* Assumes the election of our current Director nominees at the 2021 Annual Meeting and takes into account the previously announced retirement of Dr. Rebecca Henderson, effective immediately following the 2021 Annual Meeting.
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CORPORATE GOVERNANCE
Board of Directors and Its Oversight of IDEXX
Our Board currently has eleven members. The Board meets throughout the year on a set schedule, and it also holds special meetings and acts by written consent from time to time as appropriate. The Board has delegated various responsibilities and authority to its four standing Committees: the Audit Committee; the Compensation Committee; the Nominating and Governance Committee; and the Finance Committee. For more information regarding the Board Committees, see the discussion under “Board Committees” beginning on page 41.
The Board is responsible for monitoring the overall performance of IDEXX. Among other things, the Board, directly and through its Committees:
Oversees our long-term strategy for creating enduring growth and shareholder value creation;
Reviews and approves our key financial and other objectives, the annual budget and other significant actions and transactions;
Oversees our processes for maintaining the integrity of our financial statements and other public disclosures and our compliance with law and high ethical standards;
Oversees the prudent management of risk;
Reviews plans for CEO succession and management’s succession planning for other key executive officers;
Monitors shareholder engagement and communications;
Oversees our material activities and practices regarding ESG matters; and
Reviews the performance of the CEO and determines the compensation of our executive officers.
In accordance with general corporate legal principles applicable to corporations organized under the laws of Delaware, the Board does not manage the day-to-day operations of IDEXX.
Board Meetings and Attendance
Directors are responsible for attending Board and Committee meetings and for devoting the time needed to discharge their responsibilities properly. The Board held six meetings in 2020, and the Committees held a total of 20 meetings in 2020.
Each of our Directors attended at least 75% of the meetings of the Board and Committees on which he or she served in 2020.
It is our policy to schedule Board and Committee meetings to coincide with the Annual Meeting, and Directors are expected to attend the 2021 Annual Meeting. Last year, all of the individuals then serving as Directors attended our 2020 Annual Meeting.
Director Independence
Under our Corporate Governance Guidelines, at least a majority of our Directors must be “independent” as defined by the rules of NASDAQ. The Finance Committee’s charter requires that at least a majority of its members be independent, and each other Committee’s charter requires all of its members to be independent. Additional independence criteria are also required to be satisfied by Directors serving on the Audit Committee and the Compensation Committee, as follows:
Under the Audit Committee charter, each Audit Committee member is also required to satisfy the independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (Exchange Act); and
Under the Compensation Committee charter, each Compensation Committee member is also required to satisfy the heightened independence standard described in NASDAQ Rule 5605(d)(2)(A) and to qualify as a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the Code).
The Board, in consultation with the Nominating and Governance Committee, determines the independence of each Director. In February 2021, the Board determined that:
Each of the Directors other than Mr. Mazelsky, our President and CEO, and Mr. Ayers, our Senior Advisor and former President and CEO, is independent under NASDAQ rules;
Each Audit Committee member satisfies the independence criteria of Rule 10A-3(b)(1) under the Exchange Act; and
After taking into consideration the applicable factors, each Compensation Committee member satisfies the independence criteria of NASDAQ rules and qualifies as a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Code.

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In determining Dr. Vandebroek’s independence, the Nominating and Governance Committee considered one relationship involving Dr. Vandebroek. Specifically, the Nominating and Governance Committee considered the fact that Dr. Vandebroek served as Vice President, Emerging Technologies of IBM, a provider of software licenses and software consulting and other related services for the Company, from August 2018 to August 2019 and previously served as Chief Operating Officer of IBM Research, the corporate research lab of IBM, from January 2017 to August 2018. The Nominating and Governance Committee considered several factors, including among other things the following factors:
The Company’s relationship with IBM predated Dr. Vandebroek joining IBM;
Dr. Vandebroek did not participate in the negotiation of the terms of any transactions between IBM and the Company;
Services were provided by IBM on arm’s length terms and conditions and in the ordinary course of business; and
The services provided by IBM are routine and limited in scope (the Company paid IBM approximately $8,500 in 2018, $3,080 in 2019 and $0 in 2020 for software licenses and related services).
Based on the factors considered by the Nominating and Governance Committee, it concluded that these transactions would not affect Dr. Vandebroek’s independence.
In determining Mr. Samad’s independence, the Nominating and Governance Committee considered Mr. Samad’s position as Senior Vice President and Chief Financial Officer of Illumina, which licenses certain intellectual property rights to the Company. The Nominating and Governance Committee considered several factors, including among other things the following factors:
The Company’s relationship with Illumina predates Mr. Samad joining the Board;
Mr. Samad did not participate in the negotiation of the intellectual property license agreement between the Company and Illumina;
The license was provided by Illumina on arm’s length terms and conditions and in the ordinary course of business; and
The license provided by Illumina is routine and limited in scope (the Company paid Illumina approximately $500,000 in 2018, $750,000 in 2019 and $125,000 in 2020 for certain licensed intellectual property rights).
Based on the factors considered by the Nominating and Governance Committee, it concluded that these transactions would not affect Mr. Samad’s independence.
In determining Dr. Collins’ independence, the Nominating and Governance Committee considered Dr. Collins’s position as Head of U.S. Clinical Operations at Genentech, Inc., a subsidiary of Roche Holding AG. The Company provides bioanalytic lab testing services to Genentech and sells certain lab products to Roche, while Roche has licensed certain intellectual property to the Company and sells diagnostic lab equipment and consumables to the Company. The Nominating and Governance Committee considered several factors, including among other things:
The Company’s relationships with both Genentech and Roche predate Dr. Collins joining the Board;
Dr. Collins did not participate in the negotiation of the terms of the transactions between the Company, on the one hand, and Genentech and Roche, on the other hand;
The transactions between the Company, on the one hand, and Genentech and Roche, on the other hand, were conducted on arm’s length terms and conditions and in the ordinary course of business;
The bioanalytic lab testing services provided by the Company to Genentech are routine and limited in scope (Genentech paid the Company approximately $610,000 in 2018, $467,000 in 2019 and $440,000 in 2020);
The lab purchases by Roche from the Company are routine and limited in scope (Roche paid the Company approximately $712 in 2018, $434 in 2019, and $3,500 in 2020); and
The license agreement and diagnostic lab equipment and consumables provided by Roche to the Company are routine and limited in scope (the Company paid Roche approximately $1.2 million in 2018, $2.0 million in 2019 and $1.7 million in 2020).
Based on the factors considered by the Nominating and Governance Committee, it concluded that these transactions would not affect Dr. Collins’s independence.
Related Person Transactions
Our Board has adopted a written Related Person Transaction Policy under which the Audit Committee is required to review and approve any transaction involving more than $120,000 in which the Company is a participant and in which any related person has or will have a direct or indirect material interest. The Audit Committee may approve any such transaction only if it determines that, under all of the applicable circumstances, the transaction is not inconsistent with the best interests of the Company.
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A related person under this policy is:
Any executive officer;
A Director, or nominee for Director;
A holder of 5% or more of our common stock; or
An immediate family member of any of those persons.
The policy provides that a “direct or indirect material interest” does not arise solely from the related person’s position as an executive officer of another entity involved in a transaction with the Company, where:
The related person owns less than a 10% equity interest in such entity;
The related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction;
The amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenue of the other entity involved in the transaction; and
The amount involved in the transaction equals less than 2% of the consolidated gross revenues of the Company for its most recent fiscal year.
Since January 1, 2020, there has been one related person transaction requiring review and approval by the Audit Committee under the Related Person Transaction Policy: the provision of senior advisory services by Mr. Ayers, our former Board Chair, President and CEO and current Director, pursuant to a senior advisory agreement (Senior Advisory Agreement) with the Company, dated October 23, 2019.
The parties entered into the Senior Advisory Agreement in connection with Mr. Ayers stepping down as our Board Chair and a member of our management team, and Mr. Mazelsky’s appointment as our President and CEO, in the fourth quarter of 2019. Prior to IDEXX entering into this agreement, the Audit Committee reviewed certain key terms and provisions, including the advice and services to be provided by Mr. Ayers and the advisory fees, as well as the desirability of retaining Mr. Ayers’s experience, skills and capabilities as an external Senior Advisor following the CEO transition. Having reviewed the proposed advisory relationship and its anticipated benefits in light of Mr. Ayers’s broad and deep knowledge of the Company, its business and the markets in which we operate, the Audit Committee determined in October 2019 that the Senior Advisory Agreement is a related person transaction that, under the circumstances, was in the Company’s and the shareholders’ best interests and approved this related person transaction. In February 2020 and February 2021, the Audit Committee reviewed this ongoing related person transaction and determined that, under the circumstances, it remained in the Company’s and the shareholders’ best interests
Under the Senior Advisory Agreement, as amended by Mr. Ayers and the Company on April 14, 2020:
Beginning on November 2, 2019, Mr. Ayers provides advice and services related to such matters as are identified from time to time and agreed to by Mr. Ayers and the President and CEO of IDEXX;
Mr. Ayers receives compensation in the form of advisory fees at a rate of $240,000 per year (Advisory Fees), generally payable in arrears in four installments of $60,000 on each of February 1, May 1, August 1, and November 1 (Payment Dates), except that pursuant to the amendment made on April 14, 2020, Mr. Ayers agreed to reduce his Advisory Fees by 90% to $18,000 for services provided from April 1, 2020 to December 31, 2020, in support of the Company’s proactive efforts to prudently control costs in response to the economic uncertainty caused by the COVID-19 pandemic;
Although there is no specific term, the Senior Advisory Agreement may be terminated by either party by providing 90 day’s written notice to the other party; and
In the event that the term of the Senior Advisory Agreement ends in between any of the Payment Dates, Mr. Ayers shall receive a pro-rated portion of the applicable Advisory Fees for the period prior to termination of this agreement.
The aggregate amount of all installments of Advisory Fees that were due and payable to Mr. Ayers between January 1, 2020 and March 31, 2021 is $138,000.
Compensation Committee Interlocks and Insider Participation
Ms. Szostak (Chair), Dr. Henderson and Mr. Kingsley served on the Compensation Committee during 2020. There were no Compensation Committee interlocks or insider (employee) participation during 2020.
Board Leadership Structure
The Board is currently led by Mr. Kingsley, who serves as our independent Non-Executive Board Chair.

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The Board believes that one of its most important responsibilities is to assess and determine the most appropriate leadership structure for the Board at a given time, depending on the current, specific characteristics, facts and circumstances relevant to IDEXX at that time, so that it can provide effective, independent oversight of management and best support long-term value creation for the Company and our stakeholders.
Accordingly, the Board does not have a predetermined policy as to whether or not the roles of the Board Chair and CEO should be combined or separate. Instead, the Board takes a flexible approach, which enables the Board to adapt its leadership structure to best meet the needs of the Board, IDEXX and our shareholders and other stakeholders as characteristics, facts and circumstances relevant to IDEXX change from time to time.
Each year, the Board, through the Nominating and Governance Committee, assesses the Board’s leadership structure, including whether the roles of Board Chair and CEO should be combined or separate and why the Board’s leadership structure is appropriate given the specific characteristics, facts and circumstances at the time. In addition, the Board will from time to time assess and determine the most appropriate leadership structure for the Board in connection with Board Chair and CEO succession and transition planning.
In February 2021, the Nominating and Governance Committee conducted this annual assessment and determined that the separation of the roles of Board Chair and CEO continues to best serve the current needs of the Board, IDEXX, our shareholders and other stakeholders and effectively allocates responsibility and oversight between management and the Board based on the specific characteristics, facts and circumstances relevant to IDEXX at this time.
The Board will continue to evaluate its leadership structure in order to ensure it aligns with and appropriately supports the evolving needs and circumstances of the Board, IDEXX and our shareholders and other stakeholders from time to time.
Independent Non-Executive Board Chair
The position of our independent Non-Executive Board Chair has significant authority and responsibilities, including:
Board Leadership and Board Committee Service
Presides over all Board meetings, executive sessions of independent and/or non-employee Directors and shareholder meetings. Provides leadership to the Board by maintaining regular communication with, and facilitating communications among, the Directors. Serves as a member of the Nominating & Governance Committee and such other Committees as may be assigned.
Advisor to CEO
Provides mentorship, support and advice to the CEO. Briefs the CEO on issues and concerns raised during executive sessions of independent and/or non-employee Directors. Serves as the principal liaison between the Board and the CEO.
Agendas
Works with the CEO in preparing the agenda for each Board meeting and liaises with Directors concerning Board agendas and materials.
Corporate Governance
Consults with and advises the CEO on matters relating to corporate governance and Board functions.
Board Oversight of Strategy and CEO and Officer Succession Planning
Coordinates Board review of and input regarding the strategic plan and other significant corporate strategy decisions. Supports the Compensation Committee’s oversight over succession planning for the CEO and other executive officers.
Stakeholder Communication
Works with the General Counsel to monitor communications from shareholders and other stakeholders.
Annual Board Self-Assessment
The Board believes that a rigorous annual review of its performance is essential to ensuring overall Board effectiveness.
The Nominating and Governance Committee is responsible for annually evaluating the performance of the Board, its Committees and the independent Board Chair and annually reviewing the performance and contribution of each of the Directors. The purpose of this evaluation is to identify ways to enhance the effectiveness of the Board, its Committees and the Directors.
Each year, the Nominating and Governance Committee discusses and approves the format and approach for the annual Board self-assessment. The process includes completion of questionnaires and interviews with each Director and selected executive officers to solicit candid feedback and gather additional suggestions for improvement. The questionnaires also include opportunities for each Director to reflect on his or her own performance, as well as the performance of the other Directors. The responses and comments of the Directors and selected executive officers are then compiled and presented to the Nominating and Governance Committee and the Board, as well as to each respective Committee, for discussion and action.
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The information obtained through this annual process has informed Board and Committee meeting agenda topics, enhancements to our continuing education program for the Directors and the Nominating and Governance Committee’s active planning for Board succession and refreshment throughout the year.
Board’s Oversight of Our Strategy
Management annually presents the Company’s long-term business and financial strategic plan to the Board for review, discussion and approval. The plan identifies and assesses the strengths, weaknesses, opportunities and threats to the continuing creation of enduring growth and long-term stakeholder value, and management’s presentation to the Board includes overviews of the business and market trends, historical financial performance, assessments of opportunities for long-term growth and margin expansion and projected long-term financial performance.
This annual corporate strategy review is accompanied by a presentation on the results of management’s annual enterprise risk assessment (including an analysis of strategic risks), as described below under “Board’s Role in Risk Management Oversight.” The Board acts as a strategic partner in this process, offering insight and additional perspectives and challenging management’s plan as it deems appropriate.
In addition to this annual corporate strategy review, the Board is involved in strategic planning and review throughout the year:
Management regularly presents information to the Board regarding the Company’s various business segments, their markets and strategic priorities, as well as trends expected to pose significant risks or strategic opportunities for IDEXX.
The Board annually reviews and approves our key financial and other objectives and budget.
Management regularly presents its capital allocation and deployment plans to the Finance Committee and the Board for review and discussion, and the Board (or the appropriate Committee) approves specific significant actions and transactions, to ensure that we deploy our capital to create long-term value for our shareholders and other stakeholders, including through capital and operating expenditures or strategic acquisitions that support future innovation or growth, as well as share repurchases that return cash to our shareholders.
Board’s Role in Risk Management Oversight
Management is responsible for our enterprise risk assessment and risk management on a day-to-day basis. The Board oversees our risk management activities directly and through its Committees, including by discussing with management the policies and practices utilized in assessing and managing risks and providing input on those policies and practices.
In general, the Board oversees risk management activities relating to business strategy, acquisitions, capital allocation and structure, cybersecurity, legal, compliance and regulatory risk and operational risks that are most relevant to our business. The entire Board also oversees our material activities and practices regarding ESG matters as described below under “Board’s Oversight of Corporate Responsibility and ESG Matters.”
The Audit Committee oversees risk management activities relating to accounting, auditing, internal controls, information system controls, Code of Ethics compliance monitoring and insurance and tax matters.
The Compensation Committee
oversees risk management activities relating to the Company’s compensation policies and practices, organizational risk and human capital matters (including effective management of executive succession).
The Nominating and Governance Committee oversees risk management activities relating to Board composition, function and succession and other corporate governance matters.
The Finance Committee oversees risk management activities relating to capital allocation and structure, investment policy, foreign currency hedging activities and financial instruments.
Each Committee reports to the full Board on a regular basis, including with respect
to its risk management oversight activities as appropriate.
We conduct an annual enterprise risk assessment as part of our annual strategic planning process. The risk assessment process involves an identification and assessment by senior line of business and functional leaders of the particular risks relevant to their lines of business and functional areas (including legal, compliance and regulatory risks; cybersecurity risks; and ESG-related risks and opportunities), the materiality of those risks, our risk tolerances and plans to mitigate them to the

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extent prudent and feasible. The identified risks are ranked based on probability of occurrence and severity of impact and maturity of related controls. Management shares the result of this annual risk assessment with the full Board in conjunction with the Board’s annual review and discussion of the Company’s long-term business and financial strategic plan described above under “Board’s Oversight of Our Strategy.” Management also reviews specific risk areas, such as cybersecurity risk, on a regular basis with the Board. In addition, certain other risks and related mitigation plans are reviewed throughout the year either by the Board or its Committees as part of normal business discussions.
The Audit Committee reviews linkages between the critical risk findings, management preparedness or plans to address those risks, and the internal audit department’s tests of those plans. The Audit Committee seeks to ensure that the internal audit department can perform its function by reviewing the charter, plans, activities, staffing and organizational structure of the internal audit department, and approving the appointment, replacement, reassignment or dismissal of the Head of Internal Audit. The Audit Committee also provides an open channel of communication between internal audit and the Board and meets independently with the Company’s internal auditors, independent auditors and management.
Board’s Oversight of Cybersecurity Risk Management
Our cybersecurity risk management program conforms with the guidelines of the National Institute of Standards and Technology (NIST) Cybersecurity Framework. Our Chief Information Security Officer leads a team of information security professionals who manage our cybersecurity risk management program and activities, and our Chief Information Security Officer reports directly to our Senior Vice President and Chief Information Officer. In addition, we have adopted a robust cybersecurity risk governance model, including a senior management-level cybersecurity risk steering committee that includes our Head of Internal Audit and General Counsel.
Our cybersecurity risk management program includes regular cybersecurity risk assessments, detection and reporting of any cybersecurity events and a robust information security training program that provides tailored information security training to our employees twice per year, based on the specific results of their periodic information security assessments. This program also includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident to executive leadership and our Board. We assess our cybersecurity risk management program at least annually against the NIST Cybersecurity Framework, and external third parties conduct such annual assessments from time to time.
Our entire Board oversees cybersecurity risk management at IDEXX and reviews our cybersecurity risks and risk management program and activities at least annually with our Chief Information Officer and Chief Information Security Officer. Updates on changes in our cybersecurity risks and related risk management program and activities are also provided to the Board, as needed.
Board’s Oversight of Corporate Responsibility and ESG Matters
Our Director of Global Corporate Responsibility is responsible for advancing our Corporate Responsibility and ESG strategy and works in collaboration with a cross-functional team, including Legal, Investor Relations, Operations, Supply Chain, Human Resources and business leaders. Members of this cross-functional team periodically engage with external stakeholders, including some of our shareholders, on IDEXX’s ESG initiatives and disclosures. In addition, ESG-related risks and opportunities are identified and assessed as part of management’s annual enterprise risk assessment process described above under “Board’s Role in Risk Management Oversight.”
Our entire Board oversees our approach to Corporate Responsibility and our material activities and practices regarding ESG matters, including human capital management; diversity, equity and inclusion; and sustainability, including supply chain and environmental management. Our senior management periodically reviews our material ESG activities and practices (including our ESG disclosures) with the Board, including as part of the Board’s review of the results of our annual enterprise risk assessment.
Talent Management and Executive Succession Planning
Executive succession planning and talent development are an integral part of our long-term strategy for sustained shareholder value creation. The Compensation Committee is responsible for annually reviewing succession plans for the CEO and our other executive officers, and the Board is responsible for ensuring the existence of appropriate succession plans for these executive officers.
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The CEO is responsible for preparing an annual report to the Board regarding succession planning for himself, and as part of this annual report, our CEO provides his evaluations and recommendation of potential future candidates for the position of CEO, including possible timing. In addition, the Board, both directly and through the Compensation Committee, reviews plans for identifying and developing potential future candidates for other senior leadership roles, and the Board members interact with many of these candidates in formal and informal settings during the year.
Diversity, Equity and Inclusion
We believe that diversity among our employees and senior management, including but not limited to gender, racial and ethnic diversity, helps drive both innovation and a better understanding of our increasingly global customer base. Throughout our Company, we seek to employ a broad representation of gender, ethnic and racial backgrounds in all levels of management. We believe that senior management with a variety of backgrounds, experiences, education, skills and business knowledge will contribute to the Company’s effectiveness, and thus, we are focused on ensuring that a wide range of backgrounds and experiences are represented in the Company. We actively seek out highly qualified, diverse candidates (including women and persons from racially and/or ethnically diverse backgrounds) to include in each pool of potential senior management, and we consider the value of diversity of all types when evaluating nominees and assessing senior-level management.
In 2019, we hired a Head of Diversity and Inclusion to further enhance our strategic plan for global diversity and inclusion and have since continued to build and ensure our global workplaces are dynamic, supportive of all our employees and representatives of our communities and customers. With engagement from management teams across the organization, and under the stewardship of our newly hired global DEI leader, we have developed and are now implementing a global DEI strategy and roadmap. This guides us in how we cultivate a more diverse workforce, support inclusive talent acquisition, and develop our diverse and talented employees. Some significant pillars of this strategy and roadmap include continuing to increase the percentage of women in senior leadership positions and launching an enterprise-wide Diversity and Inclusion Education Program, including training for senior executives, leaders and managers. We also aim to advance diversity through promotions, leadership development programs and diverse hiring slates.
Board Committees
The Board has established four standing committees – an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Finance Committee – each of which is described briefly below. Each Committee is composed entirely of independent Directors as determined under NASDAQ rules. Each Committee acts pursuant to a written charter that is approved by the Board and reviewed annually by the applicable Committee, the Nominating and Governance Committee and the Board. Current copies of each Committee’s charter can be accessed on the Corporate Governance section of our website, www.idexx.com, or by contacting our Corporate Secretary at the Company’s principal executive offices.
Members of the Committees, as of March 31, 2021, are named below:
Board Member
Audit
Compensation
Nominating &
Governance
Finance
Jonathan W. Ayers
Bruce L. Claflin(1)
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Asha S. Collins, PhD
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Stuart M. Essig, PhD
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Rebecca M. Henderson, PhD
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Daniel M. Junius(1)
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Lawrence D. Kingsley(2)
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Jonathan J. Mazelsky
Sam Samad (1)
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M. Anne Szostak(1)
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Sophie V. Vandebroek, PhD
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(1)    Audit Committee Financial Expert as defined under SEC rules.
(2)    Independent Non-Executive Board Chair
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image1301a.jpg Chair

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AUDIT COMMITTEE
Members
Meetings held in 2020: 9
Mr. Junius (chair) Mr. Claflin Mr. Samad Ms. Szostak
Key Committee Responsibilities
The Audit Committee oversees: accounting; internal control over financial reporting; information system controls as they relate to our financial reporting process; and compliance and audit processes of the Company, including the selection, retention and oversight of the Company’s independent auditors. The Audit Committee also reviews and approves all related person transactions, and receives and reviews reports from management relating to the treatment of potential or actual violations of our Code of Ethics in accordance with our applicable policies and procedures. The Audit Committee meets from time to time with the Company’s financial personnel, other members of management, internal audit staff and independent auditors regarding these matters.
The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent auditors, which are described on page 56. The Audit Committee has also adopted procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of any concerns regarding questionable accounting or auditing matters.
The Audit Committee Report is included on page 54.
COMPENSATION COMMITTEE
 
Members
Meetings held in 2020: 4
Ms. Szostak (chair) Dr. Henderson Mr. Kingsley
Key Committee Responsibilities
The Compensation Committee: oversees the executive compensation philosophy and practices of IDEXX; evaluates the performance of the CEO; determines the compensation of the CEO and approves the compensation of other executive officers; and annually reviews succession plans for the CEO and certain other executive officers of the Company.
The Compensation Committee also: has primary responsibility to oversee the administration of our incentive compensation plans for executive officers and equity compensation plans; reviews and approves stock ownership and retention guidelines applicable to the Company’s executive officers and Directors and reviews compliance with those guidelines; reviews and makes recommendations to the Board regarding compensation-related policies applicable to executive officers; and reviews and makes recommendations to the Board regarding the compensation of non-employee Directors.
In addition, the Compensation Committee: oversees the Company’s policies on structuring compensation programs to preserve tax deductibility; analyzes the risks associated with the Company’s compensation policies and practices; reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report required to be included in the Company’s annual proxy statement; and may make or recommend changes to the Company’s executive compensation program and practices that it deems appropriate in light of its review of the results of the shareholder vote on the “say-on-pay” proposal set forth in the Company’s annual proxy statement.
The Compensation Committee charter does not provide for any delegation of these duties except to a sub-committee or individual members of the Committee as the Compensation Committee may determine.
The Compensation Committee Report is included on page 77.
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NOMINATING AND GOVERNANCE COMMITTEE
 
Members
Meetings held in 2020: 5
Mr. Claflin (chair) Dr. Collins Dr. Essig Mr. Kingsley Dr. Vandebroek
Key Committee Responsibilities
The Nominating and Governance Committee advises and makes recommendations to the Board with respect to corporate governance matters, including: Board composition, organization, function, membership and performance; Board committee structure and membership; the Company’s Corporate Governance Guidelines; succession planning for the Board Chair; and shareholder engagement and significant shareholder relations issues relating to corporate governance.
The Nominating and Governance Committee also identifies, evaluates, recruits and makes recommendations to the Board regarding candidates to fill vacancies on the Board as described beginning on page 25.
The Nominating and Governance Committee annually reviews the performance of the Board, its Committees, the independent Board Chair and each of the Directors, as described under “Annual Board Self-Assessment” on page 38. The Nominating and Governance Committee is also responsible for annually reviewing with the Board the requisite skills and criteria for new Board members, as well as the composition of the Board as a whole, and annually assessing, for each Director or person nominated to become a Director, the specific experience, qualifications, attributes and skills, including those described on page 25, that lead the Nominating and Governance Committee to conclude that such Director or nominee should serve as a Director in light of our business and structure.
FINANCE COMMITTEE
 
Members
Meetings held in 2020: 2
Dr. Henderson (chair) Dr. Essig Mr. Junius Dr. Vandebroek
Key Committee Responsibilities
The Finance Committee advises the Board with respect to financial matters and capital allocation, including capital structure and strategies, financing strategies, investment policies and practices, major financial commitments, financial risk management, acquisitions and divestitures, stock repurchase strategies and activities and dividend policy.
The Finance Committee also, among other things: monitors our liquidity and financial condition; oversees our financial risk management activities (including foreign currency hedging and transactions involving derivatives); reviews and approves any proposed acquisition or divestiture having an aggregate value greater than $25 million but less than or equal to $50 million; makes recommendations to the Board regarding any other proposed acquisition or divestiture having an aggregate value greater than $50 million; and reviews and approves a variance in capital expenditures that in the aggregate exceeds 10% of the total budgeted amount in the applicable annual budget approved by the Board or the Finance Committee.

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Corporate Governance Guidelines and Code of Ethics
The Board has adopted Corporate Governance Guidelines and a Code of Ethics, both of which can be accessed on the Corporate Governance section of our website, www.idexx.com. Hard copies may be obtained by contacting our Senior Vice President, General Counsel and Corporate Secretary at the Company’s principal executive offices.
The Code of Ethics applies to all of our employees, officers and Directors. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics.
Anti-Hedging and Short Sale and Anti-Pledging Policies
Our Policy on Short Sales, Derivative Transactions and Hedging generally prohibits any Director, officer or employee, or any family member or affiliate of any of the foregoing, from engaging in (i) any short sales of the Company’s securities, (ii) purchases or sales of puts, calls or other derivative securities based upon the Company’s securities, or (iii) purchases of financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities.
Our Policy on Pledging of Company Stock prohibits our Directors and executive officers from pledging or otherwise encumbering the equity securities they own in the Company as collateral for indebtedness, including holding shares in a margin or similar account that would subject our equity securities to margin calls.
Shareholder Communication and Engagement
We believe that transparent communication and engagement with our shareholders is critical for our continued success. It enables us to describe our strategy for long-term value creation and sustainable financial performance as well as to understand the perspectives and concerns of our shareholders.
In 2020, our senior management met with representatives of many of our top institutional shareholders at industry and investment community conferences and analyst meetings, and we held our annual 2020 Investor Day as an entirely virtual event in August 2020. Our senior management also conducted engagement meetings with a number of our shareholders in 2020. Topics discussed included our business strategy, long-term financial potential model, financial performance, investment in R&D and innovation, capital allocation and deployment, market trends, the impact of the COVID-19 pandemic on our company and market trends, diversity and inclusion, sustainability issues and various other matters. Management shares with the Board any feedback provided by our shareholders.
In addition, we provide several ways for our shareholders and other interested parties to communicate with us. Written communications to any individual Director, the Board Chair or the full Board may be submitted by electronic mail to contactdirectors@idexx.com, by completing the online “Contact the Board” submission form available at the Company’s website at www.idexx.com/corporate/corporate-governance.html or by writing to the Office of the Corporate Secretary at One IDEXX Drive, Westbrook, Maine 04092.
Written communications sent to any individual Director will be forwarded to that Director. In addition, our Senior Vice President, General Counsel and Corporate Secretary or her delegate reviews all written communications sent to any individual Director, the Board Chair or the Board. The Corporate Secretary will forward all such written communications to the Board Chair (if the Board Chair is an independent Director) or the Chair of the Nominating and Governance Committee, as applicable, for review, except for items that could not reasonably be interpreted to implicate or otherwise relate to the duties and responsibilities of the Board.
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Virtual Shareholder Meeting
Our 2021 Annual Meeting will be conducted virtually through a live audio webcast, and online shareholder tools will be available. We are implementing the virtual meeting format for our 2021 Annual Meeting to enable full and equal participation by all our shareholders from any location in the world at little to no cost. We believe this is the right choice for IDEXX because:
We are a global company with shareholders all around the world;
The virtual meeting format is cost-effective and convenient for our shareholders, as well as the Company, and enables IDEXX to reduce the environmental impact of our 2021 Annual Meeting;
Given the latest technology for holding virtual meetings and related online tools, we believe that the virtual meeting format will enhance shareholder access and participation in our 2021 Annual Meeting; and
Conducting our 2021 Annual Meeting entirely virtually best protects the safety, health and well-being of our employees and shareholders during the ongoing COVID-19 pandemic.
We designed the format of our 2021 Annual Meeting to ensure that our shareholders who attend our 2021 Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareholder access, participation and communication through online tools. For example, the format of our 2021 Annual Meeting will include the following:
An online pre-meeting forum will be available to our shareholders. Beneficial owners can enter at www.proxyvote.com and registered shareholders can enter at www.proxyvote.com/idxx. By accessing this online pre-meeting forum, our shareholders will be able to submit questions in writing in advance of our 2021 Annual Meeting, vote, view the 2021 Annual Meeting’s Rules of Conduct and Procedures and obtain copies of proxy materials and our annual report.
By following instructions on the online pre-meeting forum or at www.virtualshareholdermeeting.com/IDXX2021, shareholders will have the ability to use their telephones to dial into a live audio webcast of the meeting and verbally ask questions during the meeting. In addition, shareholders accessing the audio webcast online will be able to submit questions in writing during the meeting. As part of the 2021 Annual Meeting, we will hold a live Q&A session, during which we will answer questions as they come in and address those asked in advance, as time permits. Please note, however, that the purpose of the meeting will be observed, and questions that are determined to be irrelevant or inappropriate will not be addressed.
We will publish the answer to each question received following the 2021 Annual Meeting, including those as to which there is not sufficient time to address during the meeting, except for those questions determined to be irrelevant or inappropriate.
Although the live audio webcast will be available only to shareholders at the time of the meeting, a replay of the meeting will be made publicly available at www.virtualshareholdermeeting.com/IDXX2021 after the meeting.

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Non-Employee Director Compensation
Our non-employee director compensation program is designed to attract and retain qualified directors, fairly compensate them and align their interests with our shareholders’ interests. The Compensation Committee reviews and makes recommendations regarding the form and amount of non-employee director compensation, for discussion and approval by the Board, and Fredric W. Cook & Co., Inc. (FW Cook) provides director compensation program analysis, benchmarking and advice to the Compensation Committee.
Compensation Actions in Response to the COVID-19 Pandemic
In response to the economic uncertainty caused by the COVID-19 pandemic, we took proactive steps in April 2020 to prudently control costs, while ensuring we would be well-positioned for a recovery in market conditions. These proactive steps included temporary salary reductions for our executives, as well as the temporary suspension, without reinstatement, of all non-employee director cash compensation. This suspension of non-employee director cash compensation was discontinued on July 20, 2020.
Annual Non-Employee Director Compensation
Our non-employee Directors are annually compensated for their Board service as described in the chart below:
Compensation Element
Non-Employee Director Compensation Program
Cash compensation(1)
Annual retainer
$80,000
Committee Chair retainer
$20,000 for the Audit Committee
$20,000 for the Compensation Committee
$12,000 for the Finance Committee
$12,000 for the Nominating and Governance Committee
Other Audit Committee member retainer(2)
$5,000
Lead Director retainer (as applicable)
$25,000
Non-Executive Board Chair retainer (as applicable)
$80,000
Meeting fees
Not applicable; no fees are paid for meeting attendance
Equity compensation(3)
Deferred stock units
$105,000 in target value(4)
Non-qualified stock options
$105,000 in value(5)
Total
$210,000
Additional equity compensation for Non-Executive Board Chair(6)
Deferred stock units
$40,000 in target value(4)
Non-qualified stock options
$40,000 in value(5)
Total
$80,000
Director stock ownership guidelines(7)
Target ownership of our common stock (including vested deferred stock units credited to a Director’s investment account) equal to six times the Annual Retainer
(1)All retainers are paid in quarterly installments, and each non-employee Director may, at his or her option, defer all or any portion of any retainer in the form of fully vested deferred stock units under our Director Deferred Compensation Plan (Director Plan). A non-employee Director who joins the Board after the date of an Annual Meeting receives a pro rata amount of his or her quarterly installment of the retainer based on the number of days until the end of the quarter during which he or she was appointed. If a non-employee Director retires, resigns or otherwise ceases to be a Director before the expiration of his or her term, he or she will receive a pro rata amount of his or her quarterly installment of the retainer based on the number of days served, divided by the number of days in the applicable quarter.
(2)Paid to all Audit Committee members, except the Audit Committee Chair.
(3)We annually grant deferred stock units and non-qualified stock options to each non-employee Director on the date of the Annual Meeting. A non-employee Director who joins the Board after the date of an Annual Meeting receives a pro rata grant based on the number of months remaining until the next year’s grant. The maximum number of shares subject to equity awards granted under our 2018 Stock Incentive Plan (2018 Plan) during a single fiscal year to any non-employee Director, taken together with any cash fees paid during the fiscal year to the non-employee Director in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), will be limited to $650,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes), provided that the non-employee Directors who are considered independent (under NASDAQ rules) may make exceptions to this limit for a non-executive chair of the Board, if any, in which case the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation.
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CORPORATE GOVERNANCE
(4)The number of deferred stock units granted equals the target value, divided by the price of our common stock on the grant date, rounded to the nearest whole share. Any non-employee Director who meets the target ownership under the stock ownership guidelines at the time of the annual grant may elect to receive RSUs, in lieu of deferred stock units. The number of RSUs granted is calculated in the same manner as deferred stock units granted.
(5)The value of the granted non-qualified stock options is calculated using the Black-Scholes-Merton option pricing model. This model is consistent with the valuation approach used to value executive awards.
(6)In recognition of the additional responsibilities of the independent Non-Executive Board Chair, he or she receives an additional $80,000 in equity grants, as calculated in accordance with Notes 4 and 5 above.
(7)All non-employee Directors complied with the stock ownership guidelines as of December 31, 2020.
Equity Compensation
Deferred stock units and non-qualified stock options are granted to non-employee Directors annually on the date of the Annual Meeting. The most recent grant date was May 6, 2020, and the next grant date is scheduled to be on May 12, 2021, the date of the 2021 Annual Meeting.
Deferred Stock Units. Deferred stock units granted on the date of the Annual Meeting are issued under the Director Plan and fully vest on the earlier of one year from the date of grant or the date of the next Annual Meeting. These vested deferred stock units are credited to a hypothetical investment account established in the non-employee Director’s name and will be distributed as an equal number of shares of our common stock one year following the termination of the non-employee Director’s Board service. For more information regarding the deferred stock units and the Director Plan, see the discussion below under “Director Plan.”
If a non-employee Director is eligible to elect to receive RSUs in lieu of deferred stock units and makes this election, then he or she will receive RSUs that fully vest on the earlier of one year from the date of grant or the date of the next Annual Meeting.
Non-Qualified Stock Options. Non-qualified stock options are granted under the 2018 Plan and have the following terms:
Exercise price equal to the last reported sales price for a share of our common stock on the grant date;
Fully vest and are exercisable on the earlier of one year from the date of grant or the date of the next Annual Meeting;
Expire on the day immediately prior to the tenth anniversary of the grant date; and
Accelerate vesting upon a change in control of the Company as described in the discussion under “Stock Incentive Plans” beginning on page 86.
Director Plan
Each non-employee Director may defer all or any portion of any cash compensation in the form of fully vested deferred stock units, which are issued under the Director Plan and are currently subject to the terms of the 2018 Plan. The payment of cash compensation in the form of deferred stock units is considered deferred compensation for federal income tax purposes.
A hypothetical investment account is established in the name of each non-employee Director, and vested deferred stock units are credited as follows:
Any cash compensation deferred by him or her is credited to the account as the number of vested deferred stock units equal to the aggregate value of the deferred compensation divided by the price of a share of common stock on the date of the applicable deferral; and
When the grant of deferred stock units made on the date of an Annual Meeting (or any prorated grant of deferred stock units made when he or she joins the Board) vests, those vested deferred stock units also are credited to this account.
Director Plan account balances are not subject to any interest or other investment returns, other than returns produced by fluctuations in the price of a share of common stock affecting the value of the deferred stock units in the account.
Deferred stock units are distributed in the form of an equal number of shares of our common stock as follows:
Deferred Stock Units from Deferred Cash Compensation. A non-employee Director may elect to receive his or her distribution in either:
A single lump sum one year after his or her last day of Board service; or
For deferrals made on or after January 1, 2011, in: (i) a single sum on a non-discretionary and objectively determinable fixed date; or (ii) equal annual installments over four years on or after such fixed date.
Annual Grant of Deferred Stock Units. Shares are distributed one year following the termination of his or her Board service.

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Emergency Distribution. If the administrator of the Director Plan determines that a non-employee Director has suffered an unforeseeable emergency, the administrator may authorize the distribution of all or a portion of his or her deferred stock units.
Unvested deferred stock units will vest immediately under the following circumstances:
Death or Disability. Unvested deferred stock units will vest immediately upon the non-employee Director’s death or disability.
Change in Control. Unvested deferred stock units will vest immediately upon a change in control of the Company. The shares of common stock in a Director’s account will be distributed in a single lump sum as soon as practicable after a change in control.
A change in control under the Director Plan occurs when:
Any person or group acquires direct or indirect beneficial ownership of stock possessing 35% or more of the total voting power of the Company’s stock; or
A majority of the Board members is replaced during any twelve-month period by new Directors whose appointment or election is not approved by a majority of the Board members serving immediately before the appointment or election of any of these new directors; or
A change in the ownership of a substantial portion of our assets occurs such that any person or group acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately prior to such acquisition.
Other Compensation
All Directors are reimbursed for reasonable travel expenses incurred in connection with Board and committee meetings. Directors are also reimbursed for reasonable expenses (including travel expenses) incurred in connection with continuing education regarding their duties and responsibilities as Directors. We also extend coverage to them under our directors’ and officers’ indemnity insurance policies. We do not provide any other benefits, including retirement benefits or perquisites, to our independent non-employee Directors.
In the fourth quarter of 2019, Mr. Ayers, who is our former Board Chair, President and CEO, stepped down as Board Chair and as a member of our management team, and Mr. Mazelsky succeeded Mr. Ayers as our President and CEO. In connection with this CEO transition, Mr. Ayers and IDEXX entered into the Ayers Mutual Separation Agreement and Senior Advisory Agreement. The Ayers Mutual Separation Agreement provides that the Company will consider requests made by Mr. Ayers from time to time for administrative services to be provided by Company employees during business hours. Under the Senior Advisory Agreement, Mr. Ayers provides senior advisory services to the Company in exchange for senior advisory fees. For information regarding the Senior Advisory Agreement, see the discussion under “Related Person Transactions” beginning on page 36.
Director Stock Ownership Guidelines
Our stock ownership guidelines set a target level of ownership of our common stock for each non-employee Director equal to six times the annual retainer, which is $480,000 in stock value, at the end of each calendar year.
Shares that are owned by, or held in trust for the benefit of, a non-employee Director or immediate family members residing in the same household and vested deferred stock units credited to his or her investment account are included in calculating stock ownership.
Until the value of a non-employee Director’s common stock exceeds this target level at the end of a calendar year, he or she must retain:
At least 75% of our common stock received upon the exercise of options or the vesting and release of RSUs or deferred stock units during the following year, after payment or withholding of any applicable exercise price and taxes; and
All other shares of our common stock held by him or her.
A non-employee Director complies with these stock ownership guidelines if his or her stock ownership equals or exceeds the target level at the end of the year or if he or she has complied with the applicable retention requirements under the stock ownership guidelines.
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CORPORATE GOVERNANCE
2020 Non-Employee Director Compensation Table
The table below shows 2020 compensation for each of our non-employee Directors. Mr. Mazelsky, who is an employee, receives no additional compensation for his Board service. For information regarding Mr. Mazelsky’s compensation, please see the discussion under “How We Paid Our NEOs in 2020” beginning on page 70.
NameFees Earned or
Paid in Cash (3)
($)
Stock
Awards (1)
($)
Option
Awards (2)
($)
All other compensation
$
Total
Compensation
($)
Jonathan W. Ayers55,870 104,928 104,988 114,000 (9)379,786 
Bruce L. Claflin67,742 104,928 104,988 — 277,658 
Asha S. Collins, PhD (4)11,087 50,997 (5)50,955 (5)— 113,039 
Stuart M. Essig, PhD55,870  (6)104,928 104,988 — 265,786 
Rebecca M. Henderson, PhD64,250 104,928 104,988 — 274,166 
Daniel M. Junius69,837 (7)104,928 104,988 — 279,753 
Lawrence D. Kingsley111,739 144,915 144,964 — 401,618 
Sam Samad59,361 104,928 104,988 — 269,277 
M. Anne Szostak73,329 104,928 104,988 — 283,245 
Sophie V. Vandebroek, PhD55,870  (8)104,928 104,988 — 265,786 
(1)Stock awards to non-employee Directors are issued as deferred stock units (DSUs) pursuant to the Company’s Director Plan. The amount shown excludes DSUs received in lieu of deferred compensation as described in footnotes 6, 7 and 8 and reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 ((calculated by rounding $105,000 (or $145,000 in the case of the independent Non-Executive Board Chair) to the nearest share on the date of deferral)). See Note 5 in the notes to the consolidated financial statements included in our 2020 Annual Report on Form 10-K for the relevant assumptions used to determine the valuation of our stock awards. As discussed under “Equity Compensation” above on page 47, non-employee Directors receive only one DSU and option grant during the fiscal year. As of December 31, 2020, the following are the aggregate number of DSUs accumulated in each non-employee Director’s deferral account for all years of service as a Director, including DSUs issued for deferred fees elected by the Directors as well as DSUs issued as annual grants to non-employee Directors: Mr. Ayers, 584; Mr. Claflin, 2,328; Dr. Collins, 109; Dr. Essig, 2,212; Dr. Henderson, 32,811; Mr. Junius, 4,025; Mr. Kingsley, 2,738, Mr. Samad, 663; Ms. Szostak, 4,515, and Dr. Vandebroek, 4,389. See “Director Plan” above on page 47.
(2)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 5 in the notes to consolidated financial statements included in our 2020 Annual Report on Form 10-K for the relevant assumptions used to determine the valuation of our option awards. As of December 31, 2020, each non-employee Director had the following number of stock options outstanding: Mr. Ayers, 2,005; Mr. Claflin, 13,818; Ms. Collins 358; Dr. Essig, 7,402; Dr. Henderson, 8,216; Mr. Junius, 14,716; Mr. Kingsley, 10,883; Mr. Samad, 2,304; Ms. Szostak 19,792, and Dr. Vandebroek, 7,916. See “Stock Ownership of Directors and Officers” below.
(3)Due to the impact of the COVID-19 pandemic, cash fees paid to our Non-Employee Directors were suspended from April 1, 2020 until July 20, 2020.
(4)Dr. Collins was appointed to the Board effective November 11, 2020.
(5)Consists of a prorated equity grant made to Dr. Collins with respect to the period of her election to the Board on November 11, 2020 to May 6, 2021, the scheduled date of the next annual equity grant to be made to all non-employee Directors, consisting of DSUs having a grant date value of $50,997 and nonqualified stock options having a grant date fair value of $50,955.
(6)Includes compensation in the amount of $55,870 deferred and issued as 159 DSUs pursuant to the Director Plan.
(7)Includes compensation in the amount of $17,459 deferred and issued as 50 DSUs pursuant to the Director Plan.
(8)Includes compensation in the amount of $20,000 deferred and issued as 70 DSUs pursuant to the Director Plan.
(9)Mr. Ayers served as our President and CEO until June 28, 2019 and as our Board Chair until November 1, 2019. Following his separation, Mr. Ayers remains a member of the Board and also serves as a Senior Advisor to IDEXX. Represents Mr. Ayers’s advisory fees under his Senior Advisory Agreement. For information regarding Mr. Ayers’s compensation as a Senior Advisor under the Senior Advisory Agreement, see the discussion under “Related Person Transactions” beginning on page 36.

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Stock Ownership Information
Stock Ownership of Directors and Officers
The table below shows the number of shares of our common stock beneficially owned as of March 1, 2021 by each of our Directors, each of our NEOs named in the Summary Compensation Table for 2020 and all of our Directors and executive officers as a group. The table below also includes information about stock options and vesting restricted stock units granted to our Directors and executive officers. Unless otherwise indicated, each person listed below has sole voting and investment power with respect to the shares and other securities listed.
Beneficial OwnerShares OwnedOptions Exercisable and RSUs Vesting (1)Total Number of Shares Beneficially Owned (2)Percentage of Common Stock Outstanding (3)
Jonathan W. Ayers664,213 (4)483,334 1,147,547 1.34%
Bruce L. Claflin — 5,512 5,512 *
Asha S. Collins, PhD— — — *
Stuart M. Essig PhD— 6,123 6,123 *
Rebecca M. Henderson, PhD— 3,891 3,891 *
Daniel M. Junius2,000 11,539 13,539 *
Lawrence D. Kingsley 6,780 9,117 15,897 *
Sam Samad— 1,025 1,025 *
M. Anne Szostak10,217  (5)6,637 16,854 *
Sophie V. Vandebroek. PhD8,673 (6)3,591 12,264 *
Jonathan J. Mazelsky55,697 173,892 229,589 *
Brian P. McKeon24,556 (7)95,142 119,698 *
Michael J. Lane4,216 16,781 20,997 *
James F. Polewaczyk19,903 27,473 47,376 *
Sharon Underberg1,878 4,407 6,285 *
All Directors and executive officers as of March 1, 2021, as a group: (18 persons)834,180 924,524 1,758,704 2.06%
*    Less than 1%
(1)Consists of options to purchase shares of common stock exercisable, and RSUs vesting, on or within 60 days after March 1, 2021.
(2)The number of shares beneficially owned by each person or group as of March 1, 2021 includes shares of common stock that such person or group had the right to acquire on or within 60 days after March 1, 2021, including but not limited to, upon the exercise of stock options or vesting of RSUs, but excluding DSUs.
(3)For each individual and group included in the table, percentage of ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of 85,516,958 shares of common stock outstanding on March 1, 2021 and the number of shares of common stock that such person or group had the right to acquire on or within 60 days after March 1, 2021, including but not limited to, upon the exercise of stock options or vesting of RSUs, but excluding DSUs.
(4)Includes 10,000 shares held by the Ayers Family Trust.
(5)Includes 10,217 shares held by the Szostak 2021 IDEXX GRAT.
(6)Includes 6,000 shares held by the Sophie Vandebroek Revocable Trust.
(7)Includes 18,050 shares held by the Estony McKeon Family LLC. Mr. McKeon is the sole manager of the limited liability company and has sole voting and dispositive power for the shares held by the limited liability company.
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STOCK OWNERSHIP INFORMATION
We also grant deferred stock units to our non-employee Directors as annual equity grants or voluntary deferrals of annual fees under the Director Plan. Deferred stock units are not included in the table above because they do not represent a right to acquire shares of our common stock within 60 days after March 1, 2021. Although deferred stock units carry no voting rights and individuals holding fully vested deferred stock units are at risk as to the price of our common stock in their investment accounts, vested deferred stock units are included for purposes of determining satisfaction of target stock ownership levels under our stock ownership guidelines. Accordingly, the table below shows the total numbers of shares and fully vested deferred stock units owned as of March 1, 2021 by each of our Directors, each of our NEOs and all our Directors and executive officers as a group.
Beneficial OwnerShares
Owned
DSUs (1)Total Number
of Shares and
DSUs Owned
Jonathan W. Ayers664,213 (2)214 664,427 
Bruce L. Claflin — 1,958 1,958 
Asha S. Collins, PhD— 42 42 
Stuart M. Essig, PhD— 1,884 1,884 
Rebecca M. Henderson, PhD— 32,441 32,441 
Daniel M. Junius2,000 3,668 5,668 
Lawrence D. Kingsley 6,780 2,227 9,007 
Sam Samad— 293 293 
M. Anne Szostak10,217  (3)4,145 14,362 
Sophie V. Vandebroek, PhD8,673 (4)4,019 12,692 
Jonathan J. Mazelsky55,697 — 55,697 
Brian P. McKeon24,556 (5)34,708 59,264 
Michael J. Lane4,216 — 4,216 
James F. Polewaczyk19,903 — 19,903 
Sharon Underberg1,878 — 1,878 
All Directors and executive officers as of March 1, 2021, as a group: (18 persons)834,180 85,599 919,779 
(1)Consists of DSUs that are vested as of March 1, 2021. All such vested DSUs were granted under the Director Plan. See “Director Plan” above on page 47.
(2)Includes 10,000 shares held by the Ayers Family Trust.
(3)Includes 10,217 shares held by the Szostak 2021 IDEXX GRAT.
(4)Includes 6,000 shares held by the Sophie Vandebroek Revocable Trust.
(5)Includes 18,050 shares held by the Estony McKeon Family LLC. Mr. McKeon is the sole manager of the limited liability company and has sole voting and dispositive power for the shares held by the limited liability company.
Director and Officer Stock Ownership Guidelines
We maintain stock ownership guidelines for our Directors and executives, including our executive officers. For more information regarding our Director stock ownership guidelines, see the discussion under “Director Stock Ownership Guidelines” on page 48, and for more information regarding our executive stock ownership guidelines, see the discussion under “Executive Stock Ownership and Retention” on page 76.

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Stock Ownership of Certain Beneficial Owners
Based solely on our review of filings made under Sections 13(d) and 13(g) of the Exchange Act, the only persons or entities known to us to beneficially own more than 5% of our common stock as of December 31, 2020 were:
Beneficial Owner
Number of Shares
Beneficially Owned
Percentage of Common
Stock Outstanding(1)
The Vanguard Group(2)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
9,105,25910.65 %
BlackRock, Inc.(3)
55 East 52nd Street
New York, New York 10055
7,889,5929.23 %
(1)For each group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such group on December 31, 2020, as reflected in the most recent filing by such group of statements of beneficial ownership with the SEC, by the 85,516,918 shares of common stock outstanding on March 1, 2021. Therefore, the percentage ownership may differ from the percentage ownership reported in such statements of beneficial ownership, which reflect ownership as of an earlier date.
(2)Based solely upon information derived from a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021, it has the sole power to vote 0 shares, sole power to dispose of 8,726,185 shares, shared power to vote 147,038 shares, and shared power to dispose of 379,074 shares. The Vanguard Group provides recordkeeping, managed account and other services for our 401(k) plan and is an investment manager to mutual funds and investment trusts that are investment options in our 401(k) Plan. The selection of Vanguard to provide recordkeeping and other administrative services to our 401(k) plan and the selection of the Vanguard mutual funds or investment trusts as investment options for our 401(k) plan are unrelated to Vanguard’s common stock ownership. The recordkeeping and other administrative service fees resulted from arm’s-length negotiations, and we believe they are reasonable in amount and reflect market terms and conditions.
(3)Based solely upon information derived from a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 29, 2021, it has sole power to vote 7,045,783 shares and sole power to dispose of 7,889,592 shares.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Exchange Act, our Directors, executive officers and any person holding more than 10% of our outstanding common stock are required to report their initial ownership of common stock and any subsequent changes in their ownership to the SEC.
Based solely on our review of copies of Section 16(a) reporting forms that we received from reporting persons for transactions occurring during our 2020 fiscal year and written representations from our Directors and executive officers, we believe that no reporting person failed to timely file any report required by Section 16(a) during the 2020 fiscal year, except that one Form 4 was inadvertently filed late on behalf of Jonathan W. Ayers, one of our Directors, to report one transaction of a withholding of shares for taxes from the distribution of our common stock to Mr. Ayers related to his DSUs.
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AUDIT COMMITTEE MATTERS
Audit Committee Matters
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee has appointed PwC to serve as our independent registered public accounting firm for 2021, subject to ratification by shareholders. The Audit Committee has retained PwC as our independent registered public accounting firm continuously since 2002.
The Audit Committee annually evaluates the performance of our independent registered public accounting firm and determines whether to retain the current firm or consider other firms. In addition, in conjunction with the mandated rotation of our external auditor’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of the external auditor’s new lead engagement partner.
In appointing PwC as our independent registered public accounting firm for 2021, the Audit Committee considered carefully PwC’s performance as the Company’s independent registered public accounting firm, its independence with respect to the services to be performed and its general reputation for adherence to professional auditing standards. The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of the Company and our shareholders.
Because the members of the Audit Committee value the views of our shareholders on our independent auditors, even though ratification is not required by law, shareholders will have an opportunity to ratify this selection at the 2021 Annual Meeting. Representatives of PwC will be present at the 2021 Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If this proposal is not approved at the 2021 Annual Meeting, the Audit Committee may reconsider its selection of PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, can direct the appointment of a different firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and our shareholders’ best interests.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote “FOR” the ratification of PwC as our independent registered public accounting firm for 2021.
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Audit Committee Report
The Audit Committee is responsible for overseeing the accounting, internal control and financial reporting processes and the audit processes of the Company. As set forth in the Audit Committee’s charter, which is available on the Company’s website at www.idexx.com/corporate/corporate-governance.html, the Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s accounting and financial reporting principles, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company has a full-time internal audit department, and the Head of Internal Audit reports directly to the Audit Committee (and administratively to the Chief Financial Officer). The internal audit department is responsible for, among other things, objectively reviewing and assessing the adequacy and effectiveness of the Company’s internal controls and procedures.
Each member of the Audit Committee is an independent Director as determined by the Board of Directors, based on NASDAQ listing standards and the Corporate Governance Guidelines. Each member of the Audit Committee also satisfies the SEC’s additional independence requirement for members of audit committees. The Board of Directors has determined that Mr. Junius, Mr. Claflin, Mr. Samad and Ms. Szostak each meet the criteria for “Audit Committee Financial Expert” as defined by SEC rules.
At each of its nine regularly scheduled meetings in 2020, the Audit Committee met as a group with the Company’s management, the Company’s independent registered public accounting firm PwC and internal audit. In addition, in performing its oversight function, the Audit Committee held separate private sessions with senior management and the independent auditors at each of its regularly scheduled meetings, and held separate private sessions with internal audit at each of its regularly scheduled meetings (other than those meetings scheduled to primarily review and discuss the Company’s quarterly earnings report), to assure that all were carrying out their respective responsibilities. Both PwC and the Head of Internal Audit had full access to the Audit Committee, including at regular meetings during which members of management were not present.
In addition, the Audit Committee:
Reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2020 and discussed them with management and PwC;
Discussed with PwC various communications that PwC is required to provide to the Audit Committee, including matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees; and
Received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence and discussed with PwC their independence.
Based on the review and discussion referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.
Audit Committee
Daniel M. Junius, Chair
Bruce L. Claflin
Sam Samad
M. Anne Szostak

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AUDIT COMMITTEE MATTERS
Independent Auditors’ Fees
The following table summarizes the fees that PwC billed to us for each of the last two fiscal years for audit and other services.
For fiscal year 2020, audit fees also include an estimate of amounts not yet billed.
Fiscal Years Ended
December 31,
2020
($)
2019
($)
Audit fees$2,116,625 $2,071,155 
Audit-related fees— — 
Tax fees997,592 436,522 
All other fees900 900 
Total fees$3,115,117 $2,508,577 
Audit Fees. Consists of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in quarterly reports; the audit of the effectiveness of our internal controls over financial reporting; statutory audits or financial audits for our subsidiaries or affiliates; services associated with periodic reports and other documents filed with the SEC; consultation concerning accounting or disclosure treatment of transactions or events and actual or potential impact of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Board or other regulatory or standard-setting bodies; and assistance with and review of documents provided to the SEC in responding to SEC comments.
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include due diligence services pertaining to potential acquisitions and services pertaining to the Company’s transition to new accounting standards.
Tax Fees. Consists of tax compliance fees of $134,700 and $92,022 in 2020 and 2019, respectively, and tax advice and tax planning fees $862,892 and $344,500 in 2020 and 2019, respectively. These services included U.S. federal, state and local tax planning and compliance advice; international tax planning, structure and compliance advice; and review of federal, state, local and international income, franchise and other tax returns.
Out-of-Pocket Expenses and Value-Added Taxes. Included in the fee schedule above as components of each of Audit Fees, Tax Fees and All Other Fees are amounts billed by the independent auditors for out-of-pocket expenses ($0 and $100,000 in 2020 and 2019, respectively) and value-added taxes ($66,997 and $100,464 in 2020 and 2019, respectively).

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Independent Auditor Fee Approval Policy
The Audit Committee has adopted a policy for the pre-approval of audit and non-audit services performed by our independent auditor, and the fees paid by us for such services, in order to assure that the provision of such services does not impair the auditor’s independence. Under the policy, at the beginning of the fiscal year, the Audit Committee pre-approves the engagement terms and fees for the annual audit. Certain types of other audit services, audit-related services and tax services have been pre-approved by the Audit Committee under the policy. The Audit Committee is ultimately responsible for the audit fee negotiations associated with the retention of our independent auditor, and any services that have not been pre-approved by the Audit Committee as previously described must be separately approved by the Audit Committee prior to the performance of such services.
Pre-approved fee levels for all pre-approved services are established periodically by the Audit Committee. The Audit Committee then periodically reviews actual and anticipated fees for the pre-approved services against the pre-approved fee levels. Any anticipated fees exceeding the pre-approved fee levels require further pre-approval by the Audit Committee. With respect to each service for which separate pre-approval is proposed, the independent auditor will provide a detailed description of the services to permit the Audit Committee to assess the impact of the services on the independence of the independent auditor.
The Audit Committee may delegate pre-approval authority to one or more of its members and has delegated such authority to its chair. The Audit Committee member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at the next scheduled meeting. The Audit Committee does not delegate its pre-approval responsibilities to management.
During the last two fiscal years, no services were provided by PwC that were approved by the Audit Committee pursuant to the de minimis exception to pre-approval contained in the SEC’s rules.
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EXECUTIVE COMPENSATION
Executive Compensation
Proposal Three – Advisory Vote to Approve Executive Compensation
We are asking our shareholders to approve, on an advisory, non-binding basis, the compensation of our NEOs as described in this Proxy Statement at the 2021 Annual Meeting. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. This proposal is commonly referred to as “say-on-pay.”
At the 2011 Annual Meeting, more than 93% of the votes cast by our shareholders were in favor of an annual advisory “say-on-pay” vote, and at the 2017 Annual Meeting, more than 91% of the votes cast by our shareholders were in favor of continuing to submit an advisory “say-on-pay” vote to our shareholders on an annual basis. Accordingly, since the 2011 Annual Meeting, we have annually submitted a “say-on-pay” proposal to our shareholders and received overwhelming shareholder support each year. At the 2020 Annual Meeting, our “say-on-pay” proposal was approved by our shareholders with approximately 96% of the votes cast in favor of approving the compensation of our NEOs. The Board believes that this vote affirmed our shareholders’ support of our executive compensation program.
In deciding how to vote on this proposal, our shareholders are encouraged to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section, which discusses in detail our executive compensation program and how it implements our executive compensation philosophy, how our executive compensation program helps drive our business and other corporate strategies, the compensation decisions the Compensation Committee has made under our executive compensation program and some recent changes made to our compensation program.
Our Board recommends that our shareholders approve the following resolution:
RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this Proxy Statement for the 2021 Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved on an advisory basis.
As an advisory vote, it will not be binding. However, our Compensation Committee and Board of Directors value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of this vote when making future compensation decisions for our NEOs.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that you vote “FOR” the approval of the advisory resolution on executive compensation.
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Executive Officers
Set forth below are the names, ages, current positions and biographical information of our executive officers as of March 31, 2021, other than Mr. Mazelsky, our President and CEO, whose biographical information is located on page 33:
Name
Age
Title
Brian P. McKeon
58
Executive Vice President, Chief Financial Officer and Treasurer
Tina Hunt, PhD
53
Executive Vice President and General Manager, Point of Care Diagnostics and Worldwide Operations
Michael J. Lane
53
Executive Vice President and General Manager, Reference Laboratories and Information Technology
James F. Polewaczyk
58
Executive Vice President and Chief Commercial Officer
Kathy V. Turner
57
Senior Vice President and Chief Marketing Officer
Giovani Twigge
57
Senior Vice President and Chief Human Resources Officer
Sharon E. Underberg
59
Senior Vice President, General Counsel and Corporate Secretary
Brian P. McKeon. Mr. McKeon has been Executive Vice President, Chief Financial Officer, and Treasurer since January 2014. He leads our finance, corporate development and strategy and investor relations functions, and since June 2019, he has had oversight responsibility for our Water and Livestock, Poultry and Dairy business segments and the business of OPTI Medical Systems, Inc. In addition, from June 2019 to January 2020, Mr. McKeon had oversight responsibility over the Company Animal Group business in Latin America. Mr. McKeon has served as a Director of Alkermes plc since December 2020. Mr. McKeon also served as a Director of IDEXX from July 2003 through December 2013, including serving as Chair of the Audit Committee and as a member of the Compensation Committee, and as a Director of athenahealth, Inc. from September 2017 to February 2019. Mr. McKeon was Executive Vice President of Iron Mountain Incorporated from April 2007 to December 2013 and Chief Financial Officer of Iron Mountain from April 2007 to October 2013. Mr. McKeon was also Executive Vice President and Chief Financial Officer of The Timberland Company from March 2000 to April 2007. From 1991 to 2000, Mr. McKeon held several finance and strategic planning positions with PepsiCo Inc., serving most recently as Vice President, Finance, at Pepsi-Cola, North America. Mr. McKeon holds an undergraduate degree in accounting from the University of Connecticut and an MBA with high distinction from Harvard University.
Tina Hunt, PhD. Dr. Hunt has been an Executive Vice President of IDEXX and the General Manager of Point of Care Diagnostics, and Worldwide Operations since January 2020. Prior to that, she served as a Corporate Vice President at IDEXX from November 2016 to January 2020, with a portfolio that included the Company’s IDEXX VetLab, Diagnostic Imaging, and Telemedicine businesses. Dr. Hunt joined IDEXX in 2006 and served in various leadership roles in support of the Company’s robust innovation pipeline, most recently leading the IDEXX VetLab organization as General Manager. In this role, she led development of market-leading veterinary diagnostic analyzers and assays for a growing and increasingly complex global market. Prior to joining IDEXX, Dr. Hunt served as Vice President at Woodard Curran, where she led the firm’s litigation support practice. She holds an undergraduate degree in Civil Engineering from Panjab Engineering College, a master’s degree in Environmental Engineering from Purdue University, an MBA from the University of Southern Maine and a PhD in environmental engineering from Purdue University.
Michael J. Lane. Mr. Lane has been an Executive Vice President of IDEXX since January 2020 and previously served as a Corporate Vice President from July 2015 to January 2020 and a Vice President from 2012 to July 2015. He has been the General Manager of IDEXX’s Global Reference Laboratories business since November 2016, with a portfolio that also currently includes the Company’s worldwide Information Technology, Telemedicine business and IDEXX BioAnalytics. Prior to becoming the General Manager of our Global Reference Laboratories business, he served as the General Manager of the Company’s U.S. Reference Laboratories from June 2014 to November 2016. In addition to his responsibilities for the Reference Laboratories business, from July 2015 through December 2016, Mr. Lane provided strategic direction for the Company’s SNAP Point-of-Care testing. In 1999, he joined the IDEXX VetLab organization, where he held various leadership positions with responsibilities in commercial marketing, product management, and new product development, and served as General Manager from 2012 to 2014. Mr. Lane joined IDEXX in 1997, supporting strategic planning and business development for diagnostic laboratory services as IDEXX entered the global reference laboratory market segment. Mr. Lane holds an undergraduate degree in international politics and economics from Middlebury College and an MBA from the Tuck School of Business at Dartmouth College.
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EXECUTIVE COMPENSATION
James F. Polewaczyk. Mr. Polewaczyk has been an Executive Vice President and the Chief Commercial Officer of IDEXX since January 2020. After joining IDEXX as a Corporate Vice President in February 2007, he served in various leadership roles. From June 2014 to January 2020, he led the Company’s North American Companion Animal Group Commercial Operations. Prior to this, from July 2012 to June 2014, he led the Company’s Companion Animal Group Reference Laboratories and Telemedicine lines of business, and from 2007 to 2012, he led the Company’s Rapid Assay, Digital Imaging and Telemedicine business lines. Prior to joining IDEXX, from 2001 to 2006, Mr. Polewaczyk was General Manager of the Medical Consumables and Sensors business at Philips Medical Systems, a subsidiary of Royal Philips Electronics, the Netherlands, a healthcare, lifestyle and lighting technologies company. Prior to that, Mr. Polewaczyk spent 15 years at Hewlett-Packard Corporation, a technology company, in a variety of senior marketing and medical technology product development roles. Mr. Polewaczyk holds an undergraduate degree in electrical engineering from Worcester Polytechnic Institute and an MBA from Boston University.
Kathy V. Turner. Ms. Turner serves as Senior Vice President and Chief Marketing Officer of IDEXX. In this capacity, she leads IDEXX’s Global Companion Animal Commercial Marketing and Global Medical organizations. Ms. Turner joined the Company in May 2014 as a Corporate Vice President, and she was appointed a Senior Vice President effective January 1, 2021. Previously, she led the Company’s Europe, Middle East and Africa (EMEA) Companion Animal Commercial Operations and the Company’s Asia Pacific Companion Animal, Water, Livestock, Poultry and Dairy Commercial Operations. Prior to joining IDEXX, from 1987 to May 2014, Ms. Turner held various leadership positions with increasing responsibilities at Abbott Laboratories, Inc., a broad-based healthcare company that manufactures and markets pharmaceuticals, medical products and diagnostics. Most recently, Ms. Turner was Divisional Vice President of European Commercial Operations for the Diagnostics Division from 2011 to 2014, and prior to that, Divisional Vice President of Global Strategic Operations for the Diagnostics Division from 2007 to 2011. Ms. Turner holds an undergraduate degree in marketing and advertising from Syracuse University.
Giovani Twigge. Mr. Twigge serves as Senior Vice President and Chief Human Resources Officer. In this capacity, he leads the Company’s worldwide human resources and corporate social responsibility functions. Mr. Twigge joined the Company in August 2010 as a Corporate Vice President, and he was appointed a Senior Vice President effective January 1, 2021. Prior to joining IDEXX, from 1999 to 2010, Mr. Twigge held various human resources leadership positions at Abbott Laboratories, Inc., a broad-based healthcare company that manufactures and markets pharmaceuticals, medical products and diagnostics. Most recently, Mr. Twigge was Divisional Vice President, Human Resources, for Abbott Diagnostics and prior to that, he served as Divisional Vice President, HR, for Abbott Nutrition International and as Regional HR Director for a number of international operations, including those in Europe, Latin America/Canada and the Middle East. Mr. Twigge holds an undergraduate degree in personnel management from the University of Pretoria, South Africa, with honors.
Sharon E. Underberg. Ms. Underberg serves as Senior Vice President, General Counsel and Corporate Secretary. In this capacity, she leads IDEXX’s global legal, corporate governance, compliance and corporate secretary functions. Ms. Underberg joined the Company in February 2019 as a Corporate Vice President and assumed the roles of General Counsel and Corporate Secretary in March 2019, and she was appointed a Senior Vice President effective January 1, 2021. Prior to joining IDEXX, Ms. Underberg served as General Counsel, Secretary and Senior Vice President of Eastman Kodak Company (Kodak) from January 2015 to January 2019. Prior to that, she served as Kodak’s Deputy General Counsel and Vice President, Legal Department, from September 2014 to January 2015, Assistant General Counsel and Vice President, Legal Department, from June 2006 to September 2014, and as Assistant Secretary from June 2004 to June 2006. Prior to joining Kodak in October 1989, Ms. Underberg was an attorney in private practice. She holds an undergraduate degree in political science from Brandeis University and a JD from the University of Pennsylvania School of Law.



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Compensation Discussion and Analysis
This section describes our executive compensation program, the oversight provided by the Compensation Committee and the 2020 compensation for our NEOs:
NamePosition
Jonathan J. Mazelsky
President and CEO
Brian P. McKeon
Executive Vice President, Chief Financial Officer and Treasurer
Michael J. Lane
Executive Vice President and General Manager, Reference Laboratories and Information Technology
James F. Polewaczyk
Executive Vice President and Chief Commercial Officer
Sharon E. Underberg
Senior Vice President, General Counsel and Corporate Secretary
To assist your review, note that the information provided in our Compensation Discussion and Analysis is organized in the following six subsections:
Executive Summary
Page 60
Key Compensation Practices and Policies
Page 64
How We Determine Compensation
Page 65
Compensation Benchmarking and Peer Group
Page 68
How We Paid Our NEOs in 2020
Page 70
How We Manage Risk and Governance
Page 76
Executive Summary
2020 Performance Highlights
Despite the challenges posed by the ongoing COVID-19 pandemic, we delivered exceptional results in 2020. We performed well against all the financial goals we set for 2020 and exceeded all of the four financial measures used, in part, to determine the 2020 annual performance-based cash bonus paid to our NEOs.1
Organic Revenue Growth
Operating Profit
Earnings per Share
ROIC
($ in millions)(Diluted)
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Our delivery of consistent and strong results over time is reflected in our compound annual total shareholder return over the last one-, three- and five-year periods, which outperformed the S&P 500 Index over the same periods. In 2020, for example, our share price rose approximately 91%, outperforming the S&P 500 Index by 73% and making IDEXX the thirteenth best performing stock in the S&P 500 Index for this period. For more information, see “Equity-Based Long-Term Incentive Compensation” on page 73.
1    Refer to Appendix A for a description and reconciliation of organic revenue growth and ROIC, to their most directly comparable financial measures under GAAP.
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EXECUTIVE COMPENSATION
Impact of 2020 Performance on NEO Pay
CEO Compensation Decisions
The Compensation Committee evaluated Mr. Mazelsky’s performance and made decisions regarding his compensation based on its assessment of his achievement of financial goals and non-financial goals geared toward sustaining our long-term growth and delivering shareholder value. Before making its final decisions regarding Mr. Mazelsky’s compensation, the Compensation Committee consulted with the Board and considered the Board members’ feedback and assessment of Mr. Mazelsky’s overall performance in 2020.
In light of Mr. Mazelsky’s outstanding delivery against the applicable goals in 2020, the exceptional leadership he demonstrated during his first full year as President and CEO while guiding the organization through unprecedented business challenges and pivoting to address the unanticipated operational complexities posed by the ongoing COVID-19 pandemic, and the compelling strategic vision he has provided to the Company, the Compensation Committee awarded Mr. Mazelsky an annual performance-based cash bonus of $1,700,000, which represented 160% of his target bonus. In addition, the Compensation Committee granted Mr. Mazelsky an annual equity award on February 14, 2020 with an aggregate grant date value of approximately $4,500,000, with 75% of the equity award value in the form of stock options and 25% of the equity award value in the form of RSUs, each of which vests ratably over four years and has a ten-year term.
Mr. Mazelsky’s annual base salary remained $850,000 in 2020 pursuant to the terms of the amended and restated employment agreement he and IDEXX entered into in connection with his appointment as our President and CEO on October 23, 2019 (Mazelsky Employment Agreement). In April 2020, in support of prudent compensation cost controls that we implemented in response to the economic uncertainty caused by the COVID-19 pandemic, Mr. Mazelsky voluntarily offered to reduce his salary by 30%, and the Compensation Committee accepted Mr. Mazelsky’s offer. That reduction remained in effect until July 2020. For more information regarding temporary compensation cost reductions in response to the COVID-19 pandemic, see below under “Compensation Actions in Response to the COVID-19 Pandemic” on page 63.
The Compensation Committee believes that total direct compensation for the CEO in 2020 is below median in relation to the benchmark group used for compensation purposes. This total direct compensation was determined, in part, to provide appropriate room for future increases assuming sustained performance and demonstrated leadership and to appropriately incentivize Mr. Mazelsky to drive our business performance in 2020 and beyond. When making decisions regarding our CEO compensation for 2021, the Compensation Committee took these factors into account and, in recognition of Mr. Mazelsky’s outstanding performance and exceptional leadership in 2020, decided that an increase in the amount of Mr. Mazelsky’s base salary and annual equity award in 2021 was warranted. The incremental increase in Mr. Mazelsky’s annual equity award in 2021 is in the form of performance-based, premium-priced options that only provide value if our stock price increases by more than 10% over the stock price on the date of grant, which aligns with our pay-for-performance compensation philosophy and serves to further maximize alignment with shareholder and other stakeholder interests. For greater detail regarding the compensation determinations made by the Compensation Committee with respect to Mr. Mazelsky for 2020, see below under “How We Paid Our NEOs in 2020” beginning on page 70.
CEO Pay Supported by Financial Performance
The chart below illustrates the total direct compensation paid to our CEO for the last three fiscal years, a period during which we had an unexpected CEO transition in 2019. The numbers shown for fiscal year 2018 reflect compensation paid to then-CEO Mr. Ayers. The numbers shown for fiscal year 2019 reflect the annualized compensation that we expect would have been paid to Mr. Ayers as our CEO, if he had remained CEO for that entire fiscal year and Mr. Mazelsky had not succeeded him in 2019. The numbers shown for fiscal year 2020 reflect the annualized compensation we would have paid to Mr. Mazelsky in that fiscal year, without taking into account his voluntary salary reduction in effect from April 2020 to July 2020. The chart also includes the year-over-year change to total direct CEO compensation for 2019 and 2020.

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CEO Pay (2018-2020)
(dollars in thousands)
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This year-over-year growth in our CEO pay is supported by our overall financial performance, as demonstrated by our one-year total shareholder return of 40% for 2019 and 91% for 2020. These returns exceeded the annual total shareholder return for the S&P 500 Index for each of 2019 and 2020 (which was 31% for 2019 and 18% for 2020). In addition, as 2020 was Mr. Mazelsky’s first full fiscal year as our CEO following his internal promotion in 2019, his total direct compensation in 2020 was structured, in part, to allow for future increases based upon demonstrated leadership and ability to drive strong financial performance.
2020 Performance and Compensation for Our Other NEOs
The annual performance-based cash bonus paid to our other NEOs for 2020 was 160% of the applicable target bonus. These payout amounts were calculated based on our organic revenue growth, operating profit, EPS and ROIC performance in 2020 and our achievement of our 2020 non-financial goals that support our long-term business performance and growth.
For greater detail regarding the compensation determinations made by the Compensation Committee with respect to our NEOs, see below under “How We Paid Our NEOs in 2020” beginning on page 70.
Total Direct Compensation Summary
The following table provides an overview of total direct compensation paid to our NEOs for fiscal year 2020, including a breakdown of each of the three key elements of total direct compensation and the 2020 target annual performance-based cash bonus compared to the actual amount of the 2020 annual performance-based cash bonus, and not including the temporary salary reductions.
Annual Performance-Based
Cash Bonus
Equity-Based
Long-Term Incentives
Base Pay
($)
Target Bonus
(% of Base Pay)
Target Bonus
($)
Actual
Bonus
($)
Grant Value (1)
($)
Total Direct Compensation
($)
Jonathan J. Mazelsky850,000 125 %1,062,500 1,700,000 4,500,087 7,050,087 
Brian P. McKeon610,000 75 %457,500 732,000 1,999,925 3,341,925 
Michael J. Lane500,000 75 %375,000 600,000 800,126 1,900,126 
James F. Polewaczyk500,000 75 %375,000 600,000 1,000,065 2,100,065 
Sharon E. Underberg438,000 60 %262,800 420,480 1,000,065 1,858,545 
(1)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 5 to our consolidated financial statements included in our 2020 Annual Report on Form 10-K for the relevant assumptions used to determine the valuation of our stock awards and stock options.
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EXECUTIVE COMPENSATION
Compensation Actions in Response to the COVID-19 Pandemic
The COVID-19 pandemic significantly affected our businesses and operations in 2020. In response, we modified aspects of our business practices to protect the health and safety of our workforce, customers and communities. In addition, in response to the economic uncertainty caused by the COVID-19 pandemic, we proactively took steps in April 2020 to prudently control costs, while ensuring we would be well-positioned for a recovery in market conditions. These steps included the following compensation reductions:
30% salary reduction for our CEO, which was voluntarily offered by Mr. Mazelsky and accepted by our Board;
20% salary reduction for our other NEOs;
Suspension of our U.S. 401(k) plan’s matching contributions; when reinstated in July 2020, we also matched eligible contributions made during the suspension period; and
Suspension of all cash compensation payable to our non-employee Directors.
As market trends improved and business impacts became clearer, we were able to discontinue these temporary reductions in July 2020. Other than the subsequent matching of 401(k) plan contributions made by employees during the suspension period as referenced above, none of these compensation reductions were retroactively reimbursed. While temporary, these compensation reductions enabled us to preserve jobs, organizational capability and business continuity, positioning us to make necessary investments for sustaining long-term growth at IDEXX.

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Key Compensation Practices and Policies
We seek to promote the long-term interests of our shareholders through our prudent compensation practices and policies with respect to our NEOs and other senior executives:
Executive Compensation Program Design
What We Do
What We Don’t Do
image_81.jpg Align pay with our performance by having a weighted average of 80% of 2020 target total direct compensation for our NEOs consist of variable compensation
image_81.jpg Generally target total direct compensation for our NEOs at the median of our peer group
image_81.jpg Focus, in part, on effectiveness of management to invest in the future of the business through its innovation, employees, systems and processes
image_571.jpg No uncapped payouts under our Executive Incentive Plan
Equity-Award-Related Practices
What We Do
What We Don’t Do
image_81.jpg Apply a one-year minimum vesting period to equity awards granted to employees
image_81.jpg Minimum fair market value exercise price for options
image_81.jpg Include non-competition, non-solicitation and related forfeiture provisions in our equity award agreements for our executives
image_571.jpg No dividends or dividend equivalents on unearned or unvested equity awards
image_571.jpg No backdating of options and no repricing or buyout of underwater stock options without shareholder approval
Compensation Governance and Risk Mitigation
What We Do
What We Don’t Do
image_81.jpg Review our peer group annually and engage in rigorous, annual benchmarking to align our executive compensation program with the market
image_81.jpg Review and verify annually the independence of the Compensation Committee’s independent compensation consultant
image_81.jpg Conduct an annual compensation program risk assessment
image_81.jpg Provide only limited benefits and perquisites to our senior executives that are not otherwise made available to our other salaried employees
image_81.jpg Require our senior executives to satisfy strict and meaningful stock ownership guidelines to strengthen the alignment with our shareholders’ interests
image_81.jpg Maintain a clawback policy that allows us to recover annual and long-term performance-based compensation if we are required to restate our financial results, other than a restatement due to changes in accounting principles or applicable law.
image_81.jpg Hold an advisory vote on executive compensation on an annual basis to provide our shareholders with an opportunity to give feedback on our executive compensation program
image_81.jpg Cap annual performance-based cash bonuses at 200% of target
image_571.jpg No employment contracts with our NEOs, other than with our CEO
image_571.jpg No tax gross-ups of perquisites or 280G excise taxes, except standard tax equalization measures for expatriates, relocation costs and de minimis amounts for spousal and partner travel expenses to our annual President’s Club events
image_571.jpg No supplemental executive retirement plan
image_571.jpg No single-trigger change-in-control bonus payments or vesting of equity awards (except for 25% vesting of equity awards upon a change-in-control)
image_571.jpg No stock options granted below fair market value
image_571.jpg No allowance for pledging of our common stock by executive officers and Directors
image_571.jpg No allowance for employees to hedge or sell short our common stock
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EXECUTIVE COMPENSATION
How We Determine Compensation
Philosophy
Attract, motivate and retain talented executives who are aligned with and passionate about our Purpose: to be a great company that creates exceptional long-term value for our customers, employees and shareholders by enhancing the health and well-being of pets, people and livestock
Pay-for-Performance Framework
In furtherance of this philosophy, our executive compensation program is largely based on a pay-for-performance framework designed to achieve three key objectives
Objectives
123
Attract, motivate and retain highly-skilled executives.
Create alignment between management and shareholder interests by establishing a strong connection between compensation, stock ownership and creation of shareholder value.
Reward executives for building a highly engaged, high-performance culture that values equity, diversity and inclusion and corresponds with our Guiding Principles:
Sustaining market leadership;
Exceeding the expectations of our customers;
Empowering and rewarding our employees;
Innovating with intelligence;
Cultivating entrepreneurial spirit; and
Contributing to our communities.
Compensation Elements and Objectives
In support of our executive compensation philosophy and objectives, our executive compensation program consists of the following three key elements, which in total are targeted at the median of our peer group:
Compensation Key Elements
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Base Salary To provide a fixed amount of compensation that is positioned generally at the median of the competitive market for similar positions, and takes into account the individual skills, abilities and performance of each of our executives, which supports our compensation philosophy of attracting and retaining talented individuals. Annual Performance-Based Cash Bonus To motivate executives to achieve our annual goals for financial performance, as well as achieve key annual goals that strengthen the business and position us for longer-term performance. Target bonus percentages are positioned at the median of the competitive market for similar positions and capped at 200% of target. Equity-Based Long-Term Incentives To motivate long-term performance and align the interests of management and shareholders, which supports our compensation philosophy of rewarding long-term performance and sustained shareholder value-creation in a way that attracts and retains talented executives. In general, long-term incentive opportunities are structured so that, when combined with salary and target bonus opportunity, total target direct compensation is approximately at the median of the market.

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Compensation Mix
We believe that variable compensation, such as performance-based cash bonuses and equity-based compensation with four-year vesting, should be a higher percentage of total compensation for our senior executives, including our NEOs, than for our other employees. We also believe that variable compensation relates most directly to the creation of long-term shareholder value by providing strong incentives to achieve strategic and financial objectives over time, as well as serving as a form of compensation that will motivate and retain executives. In general, the total direct compensation mix for our CEO and our other NEOs for 2020 is as follows:
Components of CEO 2020 Pay
Base Salary 12% Annual Performance-Based Cash Bonus 24% Equity-Based Long-Term Incentives 64% At Risk 88%
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Components of Other NEOs’ 2020 Pay (Average)
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When the Compensation Committee makes decisions with respect to each element of an executive’s compensation, it also considers the total compensation that may be awarded to the executive. Overall, the Compensation Committee’s goal is to award compensation that corresponds with the Company’s compensation philosophy and objectives when all the elements of the compensation program are considered individually and in total.
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EXECUTIVE COMPENSATION
Roles and Responsibilities
The Compensation Committee has engaged FW Cook as its independent compensation consultant. The Compensation Committee, FW Cook and our senior management participated in a collaborative process to determine the compensation that our NEOs earned in 2020:
Responsible Party
Primary Role and Responsibilities Relating to Compensation Decisions
Compensation Committee
(Composed solely of independent, non-employee Directors and reports to the Board)
Oversees our executive compensation program, policies and practices, taking into account business goals and strategies, legal and regulatory developments and evolving best practices;
Establishes performance goals for purposes of compensation decisions for our NEOs;
Conducts an annual evaluation of the CEO’s performance in consultation with the full Board and determines his compensation;
Reviews and approves the CEO’s recommendations for compensation for the other NEOs and senior executives, making changes when deemed appropriate;
Approves all changes to the composition of the peer group; and
Reviews and makes recommendations to the Board with respect to Director compensation.
Independent Consultant to the Compensation Committee*
(FW Cook)
Provides the Compensation Committee with analysis and advice pertaining to CEO, executive and Director compensation program design, including industry survey analysis, explanation of current and developing best practices and regulatory changes;
Recommends a relevant group of peer companies against which to benchmark the competitiveness and appropriateness of our CEO, executive and Director compensation;
Analyzes peer companies’ CEO and executive compensation annually, and Director compensation every two years, to assist the Compensation Committee in determining the appropriateness and competitiveness of our CEO, executive and Director compensation;
Reviews any proposed changes to CEO, executive and Director compensation program design;
Reviews compensation disclosure materials;
Analyzes our compensation practices to assist the Compensation Committee in determining whether risks arising from such practices are reasonably likely to have a material adverse effect on IDEXX; and
Provides specific analysis and advice periodically as requested by the Compensation Committee.
Senior Management
Our CEO recommends to the Compensation Committee annual compensation for the other NEOs and senior executives based on his assessment of their performance;
Our CEO; Senior Vice President, General Counsel and Corporate Secretary; and our Senior Vice President and Chief Human Resources Officer work with the Compensation Committee Chair to set agendas, prepare materials for Compensation Committee meetings, and generally attend meetings, as appropriate, and prepare meeting minutes;
Our Senior Vice President, General Counsel and Corporate Secretary, with the assistance of internal legal counsel and external legal counsel, provides the Compensation Committee with legal advice and support on executive compensation and related matters from time to time; and
Our Chief Financial Officer also works with the Senior Vice President and Chief Human Resources Officer in the preparation of some materials for Compensation Committee meetings.

No member of management is present in Compensation Committee meetings when matters related to his or her individual compensation are under discussion, when the Compensation Committee is approving or deliberating on CEO compensation or when the Compensation Committee otherwise meets in executive session.
*    During 2020, the Compensation Committee was assisted by its independent compensation consultant FW Cook. Other than the support that it provided to the Compensation Committee, FW Cook provided no other services to the Company or management and only received compensation from the Company for the services provided to the Compensation Committee. During the year, the Compensation Committee conducted an evaluation of the independence of FW Cook considering the relevant regulations of the SEC and the NASDAQ listing standards. The Compensation Committee concluded that FW Cook was independent of the Company and the services performed by FW Cook and the individual compensation advisors employed by FW Cook raised no conflicts of interest.
Results of the 2020 “Say-on-Pay” Advisory Vote
At our 2020 Annual Meeting, our shareholders voted approximately 96% (represented by 66,704,937 votes) in favor of approving the compensation of our NEOs and 4% (represented by 3,017,430 votes) against. Although the results of this vote are non-binding, the Compensation Committee considered these results in determining compensation policies and decisions and concluded that the compensation paid to our NEOs and our overall pay practices are strongly supported by our shareholders.

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Compensation Benchmarking and Peer Group
The Compensation Committee believes that market data, including compensation data from a peer group of comparable companies, is essential to determining compensation targets and the actual awards for executives in an effort to attract and retain highly talented senior executives. Market data is used to assess the competitiveness of our compensation packages relative to similar companies and to ensure that our compensation program is consistent with our compensation philosophy. Annually (and at additional times as considered appropriate), the Compensation Committee engages FW Cook to conduct a market benchmarking study for our senior executives, including our CEO and our other NEOs. The Compensation Committee’s objective is to provide executives with target total direct compensation that generally corresponds with the market median, unless the circumstances warrant a different determination.
Our executive compensation program is benchmarked against a peer group of medical device, technology and healthcare services companies selected by our Compensation Committee based on recommendations by FW Cook. The composition of this peer group is reassessed by FW Cook annually in order to identify appropriate changes to the group and ensure that it continues to provide an appropriate benchmark for competitive pay analysis, and all changes to the group recommended by FW Cook are subject to the review and approval of our Compensation Committee.
We view the peer group selection process as a critical aspect of our executive compensation program because benchmarking our pay practices against our market peers provides us with key information relevant to the attraction and retention of talent. The composition of our peer group is based upon a number of criteria, including the following:
Industry and
Business Characteristics
Our peer companies operate in similar industries and, to the extent possible, have similar cost structures, business models and global reach.
Size
Based on the strong correlation between compensation opportunity levels and company size, we look for comparably sized companies as measured by metrics such as revenue, net income, market capitalization and number of employees. Generally speaking, our peer group companies fall within the range of approximately one-third to three times our size based on revenue, net income and market capitalization.
Competition for
Executive Talent
In selecting our peer group, we seek to identify companies with which we compete with respect to attracting or retaining executive talent.
Competition for
Investor Capital
Because compensation expense is a factor in financial performance and resulting margins, it is important to consider companies that shareholders may consider as alternative investment opportunities.
Statistical Reliability
We believe that, in order to provide a statistically significant number of data points that will yield meaningful benchmarking opportunities, our peer group should be composed of at least twelve companies, with a target group of between fifteen and twenty.
Overall Reasonableness
While individual peer companies may satisfy some but not all of the relevant criteria, we view the group as a whole and determine whether, in totality, the group is reasonable and defensible for benchmarking purposes and whether the resulting comparison data is rational.

68 | 2021 Proxy Statement

EXECUTIVE COMPENSATION
In February 2020, when the Compensation Committee set 2020 base salaries and made 2020 equity awards, our peer group included the following firms:
IDEXX Proxy Peer Group (16 Companies in Total)
Agilent Technologies, Inc.
Integra LifeSciences Holdings Corporation
Align Technology, Inc.
PerkinElmer, Inc.
Bio-Rad Laboratories, Inc.
ResMed Inc.
The Cooper Companies, Inc.
STERIS plc
Edwards Lifesciences Corporation
Teleflex Incorporated
Elanco Animal Health Incorporated
Varian Medical Systems, Inc.
Hologic, Inc.
Waters Corporation
Illumina, Inc.
Zoetis Inc.
This peer group included the same companies that constituted the peer group referenced by the Compensation Committee when it determined 2019 compensation.
The following table sets forth certain information regarding the size and value of the above-referenced peer group companies relative to the Company as of October 2019, which is when this peer group was selected by the Compensation Committee.
Peer Group Comparisons*
($ in millions)
Revenue
($)
Market
Capitalization
($)
Net
Income
($)
Employees
Peer Group 75th Percentile3,337 (1)20,512 (2)769 (1) (3)12,125 (4)
Peer Group Median2,821 (1)14,385 (2)411 (1) (3)9,130 (4)
Peer Group 25th Percentile2,490 (1)11,893 (2)267 (1) (3)7,224 (4)
IDEXX Laboratories, Inc.2,291 (1)24,944 (2)407 (1)8,377 (4)
IDEXX Laboratories, Inc. – 2020(5)2,707 42,713 582 9,285 
*    All data in this table, except for the IDEXX Laboratories, Inc. – 2020 data, was compiled by FW Cook from Standard & Poor’s Capital IQ database.
(1)    Most recently reported four quarters publicly available as of August 31, 2019.
(2)    Calculated using the most recently reported shares outstanding and stock price publicly available as of August 31, 2019.
(3)    Excludes extraordinary items and discontinued operations, as applicable.
(4)    Fiscal year employee number based upon the most recently filed Annual Report on Form 10-K as of August 31, 2019.
(5)    For comparative purposes only. The 2020 data is as of or for the year ended December 31, 2020.
As part of our compensation benchmarking process, we supplement our peer group data with industry-specific survey data, representing companies similar to IDEXX in size and business model.

2021 Proxy Statement | 69

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How We Paid Our NEOs in 2020
In making compensation determinations with respect to our NEOs, the Compensation Committee gives primary consideration to their impact on the Company’s results in the context of our business model and their scope of responsibility, in addition to other relevant factors (such as prior experience and performance) and data on prevailing market compensation levels. Considerable weight is also given to the CEO’s evaluation of the other NEOs because of his unique knowledge of their responsibilities, performance and contributions. For each of our NEOs, the Compensation Committee determines each component of compensation based on overall achievement of our financial and non-financial performance goals.
Base Salary
Base salary levels are reviewed and approved by the Compensation Committee annually, typically in the first fiscal quarter, as part of our compensation planning process. The Compensation Committee targets base salary toward the median for the peer group proxy data and market survey compensation data. Individual executive base salary levels may vary on either side of the median when factoring in our overall financial performance, and an individual’s strengths, level and scope of responsibilities, skills, experience, past performance and potential.
The 2020 base salaries of our NEOs are included in the table under “Total Direct Compensation Summary” on page 62. The Mazelsky Employment Agreement sets forth Mr. Mazelsky’s 2020 base salary and provides for an annual base salary review by the Board commencing in the first quarter of 2021. In February 2020, the Compensation Committee approved base salary increases in 2020 for each of the other NEOs to reflect promotions and changes in responsibilities and roles supporting our global commercial efforts and growth, to more closely align these base salaries to the median of the proxy peer group and market survey data for these positions and to ensure they are internally equitable, where appropriate.
As described above under “Compensation Actions in Response to the COVID-19 Pandemic” on page 63, in April 2020, we took proactive steps to prudently control costs in response to the COVID-19 pandemic, including Mr. Mazelsky’s voluntary offer, and the Board’s acceptance, of a 30% salary reduction and a 20% salary reduction for our other NEOs and senior executives. These salary reductions were discontinued in July 2020 and were not reimbursed, and the impacts of the temporary reductions on the salaries earned by our CEO and other NEOs in 2020 are reflected in the table under “Summary Compensation Table for 2020” on page 78.
Even without taking into account Mr. Mazelsky’s voluntary pandemic-related reduction, his 2020 base salary was below the median of peer group CEO base salary, thereby providing room for future increases in base salary, assuming sustained performance and demonstrated leadership, and also reflecting our philosophy that the portion of the CEO’s total compensation that is variable should be higher than for our other employees, including the other NEOs.
Annual Performance-Based Cash Bonus
Annual performance-based cash bonuses for 2020 were paid to our NEOs, as well as certain other senior executives, pursuant to our 2020 Executive Incentive Plan (Executive Incentive Plan) adopted by the Compensation Committee in February 2020. Under the Executive Incentive Plan, the amount of each participating senior executive’s annual performance-based cash bonus for 2020 was determined based on the overall performance factor described below.
In connection with adopting the Executive Incentive Plan, the Compensation Committee determined, for each NEO and other participating senior executive, the target annual performance-based cash bonus amount for 2020 based on a percentage of the participant’s annual base salary:
Base
Salary
x
Target
Incentive %
=
Target Annual
Performance-Based
Cash Bonus Amount
The target annual performance-based bonus amount for Mr. Mazelsky was calculated using 125% of his annual base salary, as described in the Mazelsky Employment Agreement. The Compensation Committee also limited the maximum amount of the 2020 annual performance-based cash bonus payable to any NEO, or other participating senior executive, to 200% of his or her target. The target percentages are set with the intention to provide a suitable mix of fixed and variable compensation and to maintain an appropriate weighting of annual versus longer-term incentives, consistent with our compensation philosophy, and capping the potential amount of the annual performance-based cash bonus mitigates the risk associated with this type of incentive compensation design.
70 | 2021 Proxy Statement

EXECUTIVE COMPENSATION
The amount of the 2020 annual performance-based cash bonus payable to each of our NEOs and other participating senior executives under the Executive Incentive Plan was determined based upon an overall performance factor that is calculated using two weighted factors:
A financial performance factor (determined by measuring against specific financial metrics selected by the Compensation Committee); and
A non-financial performance factor (determined by measuring the Company’s achievement of non-financial performance goals approved by the Board that are focused on strengthening and positioning the Company for sustained future growth and profitability).
Overall Performance Factor
Target Annual
Performance-
Based Cash
Bonus Amount
x
Financial
Performance
Factor
+
Non-
Financial
Performance
Factor
=
Actual Annual
Performance-
Based Cash
Bonus Amount