IDEX CORP /DE/
For the period ended May 6, 2026. Filed Mar 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 26, 2026
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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. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|---|
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
IDEX Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
3100 Sanders Road, Suite 301
Northbrook, IL 60062
March 26, 2026
Dear Stockholders,
You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company) on Wednesday, May 6, 2026, at 9:00 a.m. Central Time. This year’s Annual Meeting will be held virtually via the Internet. In order to attend the Annual Meeting, vote during the Annual Meeting and submit questions, stockholders must go to http://www.virtualshareholdermeeting.com/IEX2026 and enter the 16-digit control number found in their proxy materials.
The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2026 Annual Meeting, including the nominees for election of directors named in this proxy statement.
We will provide access to our proxy materials and 2025 Annual Report on the Internet and are mailing paper copies only to those stockholders who have requested them. For further details, please refer to the Summary at the beginning of our proxy statement.
Whether or not you plan to attend the 2026 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet or proxy card. If you own shares through a bank, broker or other nominee, please execute your vote by following the instructions provided by such nominee.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.
Sincerely,
Katrina L. Helmkamp
Non-Executive Chair
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time | May 06, 2026, at 9:00 a.m. Central Time |
|---|---|
| Place | Go to http://www.virtualshareholdermeeting.com/IEX2026 and enter the 16-digit control number found in your proxy materials |
| Agenda | 1.Election of the four Class I members of the IDEX Board of Directors named in this proxy statement, each for a term of three years |
| 2.Advisory vote to approve named executive officer compensation | |
| 3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2026 | |
| 4.To transact such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof | |
| Voting Recommendations | The Company’s Board of Directors recommends that you vote: |
| 1.“FOR” all of the director nominees | |
| 2.“FOR” the approval of the compensation of our named executive officers | |
| 3.“FOR” the ratification of the appointment of Deloitte & Touche LLP | |
| Proxy Voting | Your vote is important. You can vote your shares by Internet, by telephone, or by mail. Instructions for each of these methods and the control number that you will need are provided on the proxy card or Notice of Internet Availability of Proxy Materials. If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2026 Annual Meeting. |
| Record Date | All stockholders as of the close of business on March 12, 2026 are entitled to attend and vote at the 2026 Annual Meeting. |
| March 26, 2026 | By Order of the Board of Directors, LISA M. ANDERSON |
| Senior Vice President, General Counsel, Chief Administrative Officer andCorporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual MeetingThe Proxy Statement and 2025 Annual Report are available online at:http://phx.corporate-ir.net/phoenix.zhtml?c=83305&p=irol-reportsAnnual
TABLE OF CONTENTS
| Page | |
|---|---|
| SUMMARY | 1 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 6 |
| Class I Director Nominees | 8 |
| Other Incumbent Directors | 13 |
| CORPORATE GOVERNANCE | 19 |
| Framework for Corporate Governance | 19 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 19 |
| Director Independence | 19 |
| Director Nominations | 19 |
| Board Refreshment and Retirement Policy | 20 |
| Board Leadership Structure | 21 |
| Board’s Role in Risk Oversight | 21 |
| Cybersecurity | 22 |
| Sustainability Risk Oversight | 22 |
| Sustainability Program & Reporting | 22 |
| Board and Committee Assessment Process | 23 |
| Board’s Engagement with Management | 23 |
| Board’s Role in Strategic Planning and Talent Management & Development | 23 |
| Director Onboarding and Education | 24 |
| Investor Outreach | 24 |
| Communications with Our Board | 24 |
| BOARD COMMITTEES | 24 |
| Audit Committee | 25 |
| Compensation Committee | 26 |
| Nominating and Corporate Governance Committee | 27 |
| COMPENSATION OF DIRECTORS | 29 |
| Equity Grants | 30 |
| Directors Deferred Compensation Plan | 30 |
| Stock Ownership Guideline | 31 |
| 2025 Director Compensation | 31 |
| SECURITY OWNERSHIP | 32 |
| EXECUTIVE COMPENSATION | 34 |
| Compensation Discussion and Analysis | 34 |
| 2025 Executive Compensation Program | 39 |
| Setting Executive Compensation | 44 |
| Other Compensation Components | 47 |
| Other Executive Compensation Matters | 47 |
| Risk Assessment | 49 |
| Compensation Committee Report | 49 |
| 2025 Summary Compensation Table | 50 |
| Narrative to 2025 Summary Compensation Table | 52 |
| 2025 Grants of Plan-Based Awards | 53 |
| Narrative to 2025 Grants of Plan-Based Awards Table | 54 |
| Outstanding Equity Awards at 2025 Fiscal Year End | 55 |
| 2025 Option Exercises and Stock Vested | 57 |
| Nonqualified Deferred Compensation at 2025 Fiscal Year End | 57 |
| Narrative to Nonqualified Deferred Compensation at 2025 Fiscal Year End Table | 58 |
| Potential Payments upon Termination or Change in Control | 58 |
| CEO and Median Employee Pay Ratio | 62 |
| Pay Versus Performance | 63 |
| PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION | 69 |
| AUDIT COMMITTEE REPORT | 70 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 71 |
| Pre-Approval Policies and Procedures | 71 |
| PROPOSAL 3 — APPROVAL OF AUDITORS | 72 |
| DELINQUENT SECTION 16(a) REPORTS | 73 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS | 73 |
| OTHER BUSINESS | 74 |
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