The Compensation Committee of IDEX Corporation (the "Company") shall consist of at least two directors, each of whom: (i) is independent as such term is defined by the New York Stock Exchange, (ii) is a "Non employee Director" for purposes of Rule 16b 3 under the Securities Exchange Act of 1934, as amended, and (iii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. Committee members shall be appointed by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee. Committee members shall hold their offices for one year and until their successors are elected and qualified, or until their earlier resignation or removal. All vacancies in the Committee shall be filled by the Board. The Board shall designate one of the members as Chairman of the Committee, and the Committee shall keep a separate book of minutes of their proceedings and actions.
The Committee shall meet periodically, as deemed necessary by the Chairman of the Committee. All meetings shall be at the call of the Chairman of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business.
The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee. The Committee shall periodically report on its activities to the Board and make such recommendations and findings as it deems appropriate. The Committee members shall perform an annual evaluation of the Committee, as administered by the Nominating and Corporate Governance Committee. The Committee may, in its sole discretion and at the Company's expense, retain and terminate legal, accounting or other consultants or experts, including compensation consultants, it deems necessary in the performance of its duties and without having to seek the approval of the Board.
Purpose and Responsibilities
The Compensation Committee's primary purpose and responsibilities shall be:
- To establish the Company's compensation philosophy and structure the Company's compensation programs to be consistent with that philosophy.
- To develop and recommend to the Board for approval the compensation of the Chief Executive Officer.
- To approve the compensation of the Chief Executive Officer's direct reports and selected other managers identified by the Committee from time-to-time (collectively, "the Company's senior officers"), and communicate all such compensation decisions to the Board.
- To develop and recommend to the Board for approval the compensation of the Board; and
- To produce a compensation committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement.
To fulfill its purpose and responsibilities, the Compensation Committee shall:
- Obtain through discussions with management of the Company a general understanding of compensation design throughout the entire Company.
- Recommend to the Board the total compensation package provided to the Chief Executive Officer of the Company. Specifically, the Committee shall recommend the goals and objectives relevant to the Chief Executive Officer's compensation; in consultation with the Nominating and Corporate Governance Committee, evaluate the Chief Executive Officer's performance in light of those goals and objectives; and recommend the Chief Executive's compensation level based on this evaluation. The Committee shall also recommend to the Board for approval the stock ownership guidelines applicable to the Chief Executive Officer.
- Approve the annual compensation, including salary, bonus, incentive and equity compensation, for the Company's senior officers other than the Chief Executive Officer; approve any employment agreements, severance agreements or change-of-control agreements between the Company and its senior officers; approve stock ownership guidelines applicable to the Company's senior officers; and communicate all such compensation decisions to the Board.
- Review and recommend to the Board the creation and/or revision of incentive-compensation and equity-based plans affecting the Chief Executive Office and the Company's senior officers. Administer all incentive compensation and equity-based plans, including all plans that require "disinterested administration" under Rule 16b 3 of the Securities Exchange Act of 1934, as amended.
- Review and recommend to the Board for approval the total compensation of the Company's directors, and recommend stock ownership guidelines applicable to the Company's directors.
- Review and approve the design of the benefit plans (other than group pension or retirement plans) which pertain to directors, the Chief Executive Officer and the Company's senior officers, including oversight of Rule 162(m) plans.
- Draft and approve the Compensation Committee Report on Executive Compensation included in the Company's proxy statements and generally oversee compliance with the compensation reporting requirements of the SEC.
- Appoint and remove trustees and investment managers for pension fund assets.
- Appoint members of the Pension and Retirement Committee.
- Financial Expert
- Independent Director