IDEXX LABORATORIES INC /DE IDXX

29% shingled-prose overlap between the two filings.

2025: 102,321 chars · 2026: 104,902 chars

• Committee Report:23% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):83% overlap (3,385 → 3,384 chars)
• Say-on-Pay proposal:36% overlap (25,000 → 25,000 chars)

• changedThis section describes the material elements of our executive compensation program, including our principal compensation practices and policies, details the oversight provided by the Compensation and Talent Committee over withrespecttoour executive compensation program and explains how we determined 2025 arrivedatthespecificcompensation for our NEOs. NEOsfor2024.
• changedOur 2025 NEOs for2024were as follows:
• newMazelskyPresident and CEOAndrew Emerson(1)Executive Vice President, Chief Financial Officer and TreasurerTina Hunt, PhD(2)Executive Vice President, Global Strategy and CommercialMichael J.
• newLane(3)Executive Vice President and General Manager, CAG Diagnostics Business UnitMartin Smith, PhD(4)Executive Vice President and Chief Technology Officer, R&D, Global Operations, Information Technology and Information SecurityBrian P.
• newMcKeon(1)Former Executive Vice President, Chief Financial Officer and Treasurer
• new1.Mr. Emerson succeeded Mr. McKeon as our Executive Vice President, Chief Financial Officer and Treasurer on March 1, 2025.
• newMr. McKeon subsequently served as Executive Vice President and Special Advisor until his June 1, 2025 retirement from IDEXX.
• new2.Dr. Hunt will cease serving in her role effective on April 13, 2026 and will continue to provide advisory services on an as-needed basis until July 13, 2026.
• changed3.During 2025, 2024,Mr. Lane served as Executive Vice President and General Manager, Global Reference Laboratories, Diagnostic Solutions Laboratoriesand Information Technology.
• newAs of March 16, 2026, he became Executive Vice President and General Manager, CAG Diagnostics Business Unit.
• new4.During 2025, Dr. Smith served as Executive Vice President, Global Operations and R&D.
• newAs of March 16, 2026, he became Executive Vice President and Chief Technology Officer, R&D, Global Operations, Information Technology and Information Security.
• newSectionPageExecutive Summary79Key Compensation Practices and Policies87How We Determine Compensation89Compensation Benchmarking and Peer Group912025 Compensation Components93How We Manage Risk and Governance102
• changed78IDEXX 2026 2025PROXY STATEMENT
• changedPhilosophyOur compensation philosophy is to attract, motivate, focus 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.ObjectivesIn furtherance of this philosophy, our executive compensation program is designed to achieve three key objectives:010203Attract, motivate, focus and retain highly skilled highly-skilledexecutives who believe in and promote our mission and who embody IDEXX’s values.Create alignment between management and shareholder interests by establishing a strong connection between compensation, stock ownership and the creation of shareholder value.Reward executives for:+Attaining short- and long-term financial and strategic objectives;+Achieving continuous improvement in revenues and revenues,earnings, deploying returnoninvestedcapital in a manner that generates strong economic returns and growing growthinshareholder value; and+Hiring, developing and promoting a talented workforce while sustaining a highly engaged, highly-engaged,high-performance culture that welcomes, respects and supports all our employees to enable each of them to contribute to our Purpose.
• changedIDEXX 2026 2025PROXY STATEMENT79
• newIn support of our compensation philosophy and objectives, our executive compensation program consists of three key elements.
• changedInsupportofourcompensationphilosophyandobjectives,ourexecutivecompensationprogramconsistsofThe total target followingthreekeyelements,thevalue of these elements which,intotalfor each NEO is NEO,arewithin a competitive range as compared to similar positions within ofour peer group and market survey compensation data.
• changedAs a whole, these elements are designed to be performance-based, with at-risk pay fromourannualandlong-termperformance-basedcompensationconstituting a significant portion of total compensation. compensation:
• changedTo provide a fixed amount of compensation that is positioned in a competitive range and takes into account the individual skills, abilities and performance of each of our senior executives, which supports our compensation philosophy of attracting and retaining talented individuals.
• changedThis supports the allkey objectives of our compensation philosophy by rewarding long-term performance and sustained shareholder value creation in a way that attracts and retains talented senior executives.
• changedIn general, long-term incentive opportunities are structured so that, when combined with salary and the target bonus opportunity, target total direct compensation is positioned within ina competitive range.
• changed80IDEXX 2026 2025PROXY STATEMENT
• new2025 Performance Highlights
• newManagement executed on an ambitious strategy in 2025 and achieved strong results against a challenging macroeconomic and sector backdrop.
• newOverall revenue and organic revenue growth of 10.4% and 9.6% and improved operating margins supported strong financial results driven by successful execution against our innovation, operational and commercial initiatives and priorities.
• newWe achieved 12% growth in our premium instrument installed base, surpassed 10,000 cloud-based practice management system installed base locations, drove double digit international CAG Diagnostics recurring revenue growth and sustained high levels of customer retention and high growth in recurring veterinary software revenues.
• newWe realized 23% growth in diluted earnings per share (EPS), or 14% comparable EPS growth, while making significant strategic investments in research and development and commercial capability in support of our long-term opportunity.
• changedManagement achieved these results despite dynamic macroeconomic and sector conditions, headwinds,including continued declines in veterinary clinical visits.
• changedManagement Wealso continued to make meaningful progress against our long-term business strategy, positioning IDEXX well usto generate producesustainable, long-term value creation for our shareholders and other stakeholders.
• changedOf particular note, IDEXX: we:
• new+Launched or achieved launch readiness for five advanced new-to-world CAG solutions, including the fine needle aspirate application for mast cell tumor detection to expand our IDEXX inVue Dx™ analyzer menu, Catalyst™ Cortisol Test, our IDEXX Cancer Dx™ canine lymphoma screening test, AI-assisted radiology innovation and the next-generation ImageVue™ DR50 Plus Digital Imaging System;
• new+Advanced key product and service developments in support of our innovation roadmap, including new AI and data features;
• new+Successfully placed over 22,000 premium instruments globally, including over 6,000 IDEXX inVue Dx analyzers;
• new+Achieved greater than 99% product availability globally and 98% on-time service in the United States;
• new+Conducted three international commercial expansions in Australia, Germany and the United Kingdom, while expanding our U.S. field-based resources;
• new+Achieved a Net Promoter Score of 57 from our U.S. veterinary practice customers;
• new+Maintained customer retention in the high 90s within our key CAG Diagnostics business;
• new+Achieved broad adoption of IDEXX Cancer Dx canine lymphoma screening tests with more than 5,500 customers in North America running the test, establishing our position in early cancer detection and laying the foundation for our differentiated oncology franchise;
• new+Improved customer experience by reducing reference lab and veterinary software case support volumes through advancements in our digital customer experience features and self-help resources;
• changed+Maintained +Achievedan employee Net Promoter Score above the 90th percentile for all employers according to relevant data provided by our third-party employee engagement platform; and
• new+Expanded learning and development offerings by launching a global learning platform tailored to employee career goals and expanding access to education assistance for employees pursuing academic degree programs at accredited institutions of higher education; and
• new+Signed our third virtual power purchase agreement (VPPA), our first in Europe, which, together with our two North America VPPAs, is expected to source enough renewable electricity to cover 100% of our North American and European electricity consumption when they come online.
• changedIDEXX 2026 2025PROXY STATEMENT81
• new522,00099%+Launched or achieved launch readiness for five advanced new-to-world CAG solutionsMore than 22,000 successfully placed premium instruments globallyProduct availability globally3575,500+International commercial expansions in Australia, Germany and the United KingdomU.S.
• newNet Promoter Score from U.S. veterinary practice customersCustomers in North America ran IDEXX Cancer Dx canine lymphoma screening tests.
• newThese accomplishments resulted from management’s strong leadership and the dedication of their global teams.
• newAs described in more detail under “Compensation Mix” on page 89, “at-risk” compensation was 91% of our CEO’s 2025 target total direct compensation and an average of 83% for our other NEOs (excluding Mr. McKeon, who did not participate in the 2025 annual performance-based cash bonus plan or long-term equity-based compensation program as a result of his retirement).
• newThis “at-risk” compensation consisted of our annual performance-based cash bonus plan and long-term equity-based compensation.
• changed2025 Annual Performance-Based Cash Bonus
• changedThe 2025 payoutunderour2024annual performance-based cash bonus plan payout was determined by a financial performance factor weighted at 60% and a non-financial performance-factor weighted at 40%, and in the case of our CEO, an individual performance upward adjustment in light of his exceptional performance. 40%.
• changedThe Compensation and Talent Committee determined the 2025 2024non-financial performance factor based on its evaluation of our performance against our annual non-financial goals for 2025, 2024,which were approved by the Board and are intended to strengthen the business to support long-term performance.
• changed82IDEXX 2026 2025PROXY STATEMENT
• changedOur 2025 2024financial performance factor was determined based on our performance against Board-approved goals for organic revenue growth, operating profit, earnings per share (diluted) and after-tax return on invested capital, excluding cash and investments (ROIC). ROIC.
• newOur 2025 performance exceeded the target goals for each metric as illustrated in the following graphs.
• newOrganic Revenue Growth(1)(40% Weighting)Operating Profit(1)(20% Weighting)Earnings per Share(1)(20% Weighting)ROIC(1)(20% Weighting)($ in millions)(Diluted)
• newRefer to Appendix A for a description of organic revenue growth and ROIC.
• changedIn addition, in evaluating financial performance, 2025 2024actual results were adjusted pursuant to the terms of our 2025 2024annual performance-based cash bonus plan to eliminate the effects of differences between actual foreign currency exchange rates during 2025, 2024,as compared to the rates assumed in setting the budget, and the effects of discrete items not anticipated at the beginning of the 2025 2024fiscal year and not reflected in the target goal, suchasacquisitionsandacquisition-relatedexpenses,andtheimpactfroma$61.5milliondiscretelitigationexpenseaccrual,as well as thetaxeffectsofshare-based compensation activity under ASU 2016-09 2016-09,“Compensation – —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Information regarding these adjustments and a reconciliation to the most directly comparable financial measure presented in accordance with GAAP are provided in Appendix A.
• changedOur performance against the four financial performance factor metrics shown in the graphic above resulted in a financial performance payout factor of 132% 81%of target, as further described inmoredetailunder “Our Financial “FinancialPerformance Factor” beginning on page 95. 86.
• changedThe Compensation and Talent Committee determined our thenon-financial performance factor was earned at 153% 120%of target in light of management’s accomplishments against our strengtheningthebusiness goals, as further described inmoredetailunder “Our Non-Financial “Non-FinancialPerformance Factor” beginning on page 97. 88.
• changedBased on these factors, Asaresult,the Compensation and Talent Committee approved an overall payout of 140% 97%of target for our non-CEO NEOs under our 2025 2024annual performance-based cash bonus plan.
• newThese payout percentages reflect our strong 2025 financial and business performance and are in comparison to the 97% of target payout approved under our 2024 annual performance-based cash bonus plan, demonstrating the meaningful, direct and appropriate alignment between year-to-year variation in our performance and executive pay.
• newIn addition to our enterprise performance factors, the 2025 annual performance-based cash bonus plan allows for an individual NEO’s payout to be adjusted in recognition of his or her relative contributions to our achievement of our financial and non-financial performance goals, subject to a maximum payout cap of 200% of target.
• newFor 2025, the Compensation and Talent Committee determined that Mr. Mazelsky’s strategic contribution to our financial and non-financial goals was exceptional and applied an individual performance factor adjustment to increase his payout by 24%, resulting in a payout at 173% of target.
• newIn determining this individual performance adjustment for Mr. Mazelsky, the Compensation and Talent Committee considered his outstanding leadership and dedicated service to IDEXX, our sustained extraordinary performance and value creation during his tenure, his critical participation in IDEXX’s robust, thoughtful and orderly CEO succession planning process, and his leadership in driving our innovation strategy and extending our commercial capability to build the foundation for our future growth.
• newNone of our other NEOs received an individual adjustment to their payout for 2025.
• changedIDEXX 2026 2025PROXY STATEMENT83
• newOur longer-term financial performance remains strong, reflecting enduring and meaningful long-term value creation for and alignment with our shareholders and other stakeholders.
• changedFor example, since 2019, our last full fiscal year prior to the COVID-19 pandemic, we have achieved compound annual growth rates with respect to revenue, operating profit and earnings per share of 10%, 16% 15%and 18%, 17%,respectively.
• newIn 2025, our stock price increased 64%, supported by our strong financial results and compelling execution of our strategy.
• newOver the last three-, five- and ten-year periods ending on the last day of 2025, we have delivered a compound annual total shareholder return of 18%, 6% and 25%, respectively, surpassing the performance of the S&P 500 Healthcare Index for each of the 1-, 3- and 10-year periods.
• newWe believe that because most of our NEOs’ target total direct compensation is comprised of long-term equity-based awards, their interests are well aligned with shareholders and they are motivated and incentivized to implement and deliver on strategic priorities that drive long-term shareholder value.
• newImportantly, our NEOs are directly impacted by the performance of our stock in alignment with the experience of our shareholders.
• newOur Compensation and Talent Committee regularly evaluates the alignment of NEO compensation with the interests of our shareholders.
• changedSpecifically, the Compensation and Talent Committee determined 2025 2024compensation for our NEOs in light of our strong execution against our strategy, performance against our 2025 2024financial goals and the substantial achievements against our non-financial goals positioning us to deliver sustainable long-term growth and shareholder returns.
• changedThe Compensation and Talent Committee aims to provide our NEOs executiveswith target total direct compensation that is generally within a competitive market range based on data on prevailing market compensation levels in our identified peer group and market survey compensation data, while also taking into account other factors specific to individual NEOs, factors,including, among other things, the NEO’s past performance and impact on our results, resultsinthecontextofourbusinessmodel,scope of responsibilities, experience responsibility,possessionofhighlyspecializedskills,sustainedhigh-impactperformanceand skills set, companysituationalneeds,which may warrant a departure from prevailing compensation levels. differentapproach.
• changedAsdescribedearlier,In determining the positioning of target total direct compensation for 2025 2024for each of our NEOs within a competitive market range, NEOs,the Compensation and Talent Committee conducted its annual talent review and considered factors such as an NEO’s performance history, identifiedNEOswithstrongsustainedperformance,growth potential into larger and/or successor roles, and skills critical to our long-term success.
• newAs in 2024, the Compensation and Talent Committee chose to emphasize “at-risk” equity-based awards in the mix of compensation elements for 2025 compensation.
• newEquity-based awards were an average of 71% of target total direct compensation for our non-CEO NEOs in 2025, excluding Mr. McKeon, because the Compensation and Talent Committee believes that weighting best motivates and incentivizes our NEOs while aligning their interests with shareholders.
• changedThe Compensation and Talent Committee believes that the competitive positioning of our NEOs’ compensation strengthens our ability to retain these individuals by recognizing their unique skill sets and capabilities to bring industry-leading innovation to market, while driving excellent operational performance, performanceunderchallengingmacroeconomicconditions,and further enhances the alignment of their interests with our shareholders’ interests.

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