Audit Committee




The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of IDEX Corporation (the “Company”) shall have at least three members, each of whom shall be independent as such term is defined by the New York Stock Exchange (the “NYSE”) and the U.S. Securities and Exchange Commission (the “SEC”) and shall satisfy the applicable requirements for audit committee service imposed by the Securities Exchange Act of 1934, as amended. The members of the Committee shall also satisfy any financial literacy requirements of the NYSE. At least one member of the Committee shall be an “audit committee financial expert” in accordance with the rules of the SEC. Committee members shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee. Committee members shall hold their offices for one year and until their successors are elected and qualified, or until their earlier resignation, removal or death. All vacancies in the Committee shall be filled by the Board, and Committee members may be removed by the Board at its discretion. The Board shall designate one of the members as Chair of the Committee, and the Committee shall keep a separate book of minutes of its proceedings and actions.

The Committee shall meet with such frequency and at such intervals as it determines necessary to carry out its duties and responsibilities. To foster open communication, the Committee should meet at least annually with management and the internal audit staff and the independent auditor in separate sessions. All meetings shall be at the call of the Chair of the Committee or as requested by any two of its members. A majority of the members of the Committee present in person or by means of a telephone or video conference or other communications equipment by means of which all persons participating in the meeting can hear each other 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 regularly 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 has the authority to conduct any investigation appropriate to fulfilling its responsibilities, it has direct access to the independent auditor as well as anyone in the organization, and it shall have full, unrestricted access to Company books, records and facilities. The Committee may, in its sole discretion and at the Company’s expense, retain and terminate legal, accounting or other consultants or experts it deems necessary in the performance of its duties and without having to seek the approval of the Board. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to the independent auditor and the Committee’s consultants, outside counsel and any other advisors and for ordinary administrative expenses of the Committee in carrying out its duties.


The Committee’s primary duties and responsibilities shall be:

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

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

  • To hire and fire the Company’s auditor and approve any audit and non-audit work performed by the independent auditor.

  • To provide an avenue of communication among the independent auditor, management and the Board.

  • To prepare the report that SEC rules require to be included in the Company’s annual proxy statement.

  • To provide oversight of the Company’s compliance, corporate environmental, health and safety and information security / cybersecurity functions.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). This is the responsibility of management and the independent auditor. Nor is it the duty of the Committee to conduct general investigations or to assure compliance with laws and regulations and the Company’s compliance policies; however, it may conduct any investigation it deems necessary to fulfill its responsibilities under this Charter.

Responsibilities And Duties

To fulfill its responsibilities and duties, the Committee shall:

Review Procedures

  1. Review and reassess the adequacy of this Charter at least annually and submit recommended changes to the Board for approval.

  2. Review the Company’s annual audited financial statements and review and approve quarterly financial statements prior to filing with the SEC or distribution to stockholders and the public. Review should include discussion with management and the independent auditor of significant issues regarding accounting principles, practices and judgments, including any critical audit matters and the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Based on review and discussions, recommend to the Board whether the Company’s annual financial statements should be filed with the SEC.

  3. Review and discuss quarterly earnings releases, including the use of “pro forma” or “adjusted” non-GAAP presentations, as well as financial information and earnings guidance provided therein.

Independent Auditor

  1. Be directly responsible for the appointment, compensation, retention, oversight of the work and termination of the independent auditor (subject, if applicable, to stockholder ratification), including without limitation, approving all audit plans, engagement fees and terms (including providing comfort letters in connection with securities underwritings) and all non-audit engagements with the independent auditor. The independent auditor shall report directly to the Committee. The Committee shall review and evaluate the lead audit partner (taking into account the opinions of management and the internal audit staff) and ensure the rotation of the lead audit partner as required by law and consider, if warranted, whether to rotate the audit firm itself. The Committee may consult with management but shall not delegate those responsibilities.

  2. Establish and observe pre-approval policies and procedures for the engagement of the independent auditor to provide permitted audit and non-audit services.

  3. Obtain and review, at least annually, a report of the independent auditor describing all relationships the independent auditor has with the Company and any other information pertaining to the independence of the independent auditor that could impair the auditor’s independence. Except to the extent permitted by applicable law, the Company’s independent auditor may not perform the following services for the Company:

    • accounting or bookkeeping services;

    • internal audit services related to accounting controls, financial systems or financial statements;

    • financial information systems design implementation;

    • broker, dealer, investment banking or investment adviser services;

    • appraisal or valuation services;

    • actuarial services;

    • management services or human resource functions; and

    • legal or other expert services.

  4. Review and approve the independent auditor’s audit plan. Discuss scope, staffing, locations, reliance upon management and general audit approach. Review with the independent auditor any problems or difficulties the auditor may have encountered in the conduct of the audit and management’s response thereto and resolve any disagreements between the auditors and management.

  5. Develop and recommend to the Board objective policies for the Company’s hiring of employees or former employees of the independent auditor with due regard for the continuing independence of such auditor.

  6. Obtain and review, at least annually, a report by the independent auditor describing the auditor’s internal quality-control procedures and all material issues raised by the most recent internal quality-control review, or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and all steps to deal with such issues.

  7. Obtain and review annually, prior to the completion of the independent auditor’s annual audit of the Company’s year-end financial statements, a report from the independent auditor describing (i) all critical accounting policies and practices to be reflected in the audit, (ii) (a) all alternative treatments of financial information within GAAP for policies and procedures related to material items that have been discussed with management, (b) ramifications of the use of such alternative disclosures and treatments and (c) the treatment preferred by the independent auditor and (iii) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. Review any reports on such topics or similar topics prepared by management. Discuss with the independent auditor any material issues raised in such reports.

Financial Reporting Process

  1. Review and discuss with the independent auditor matters required to be communicated to audit committees by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the SEC, including such things as management judgments and accounting estimates, significant changes in the Company’s accounting practices, significant audit adjustments, disagreements with management and difficulties encountered in performing the audit.

  2. Consider the independent auditor’s judgments about the quality (not just the acceptability) and appropriateness of the Company’s accounting principles as applied in financial accounting. Inquire as to the independent auditor’s views about whether management’s choices of accounting principles appear reasonable from the perspective of income, asset and liability recognition, and whether those principles are common practices or minority practices.

  3. In consultation with management and the independent auditor, consider the integrity of the Company’s financial reporting processes and controls, both external and internal. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures, including the Company’s risk assessment and risk management policies. Review significant findings prepared by the independent auditor together with management’s responses, including the status of previous recommendations.

  4. Review (a) the accounting treatment accorded significant transactions, (b) any significant accounting issues, including any second opinions sought by management on accounting issues, (c) the development, selection and disclosure of critical accounting estimates and analyses of the effects of alternative GAAP methods, regulatory and accounting initiatives, and off-balance sheet structures of the Company and (d) all material adjustments and changes to accounting estimates or other discretionary adjustments, as reported by management and the independent auditor.

Internal Controls and Legal Compliance

  1. Review the responsibilities, budget, staffing, plan, changes in plan, activities, organizational structure and qualifications of the director of the internal audit department’s office and internal audit group, as well as the Chief Compliance Officer’s department, as needed. Review significant reports, including all audits that have failed, prepared by the Chief Compliance Officer’s department and the Vice President of the internal audit department’s office and internal audit group, together with management’s response and follow-up to these reports.

  2. Review the appointment and replacement of the Chief Financial Officer, the Chief Accounting Officer, the Vice President of the internal audit department, the Chief Compliance Officer, and any other senior personnel responsible for financial reporting.

  3. Review the personnel in the finance organization on an annual basis, including the direct reports of the Chief Financial Officer and high potential members of the organization.

  4. Evaluate whether management is setting the appropriate tone at the top by communicating the importance of internal controls and evaluate whether the appropriate individuals possess an understanding of their roles and responsibilities with respect to internal controls.

  5. Consider and review with management, the internal audit group and the independent auditor the effectiveness or weakness of the Company’s internal controls. Develop in consultation with management a timetable for implementing recommendations to correct identified weaknesses.

  6. Review the coordination between the independent auditor and internal auditor; the risk assessment processes, scope and procedures of the Company’s internal audit and compliance departments; whether such risk assessment processes, scope and procedures are adequate to achieve the internal audit and compliance department objectives as determined by the Company’s management and approved by the Committee; and the standards for determining the quality and composition of the Company’s internal audit and compliance department staff.

  7. Review management’s monitoring of the Company’s compliance with laws and the Company’s Code of Business Conduct and Ethics and ensure that management has proper review systems in place to ensure that the Company’s financial statements, reports and other information disseminated to governmental organizations, and the public, satisfy legal requirements.

  8. Review significant reports prepared by the leader of the corporate environmental, health and safety function that may have a material impact on the Company’s financial statements or the Company’s compliance policies, together with management’s response and follow-up to these reports.

  9. Review with management at least twice a year, and on an as-needed basis, the Company’s cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.

  10. On at least an annual basis, review with the Company’s general counsel the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

  11. Establish and maintain procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls and auditing matters and (b) the confidential and anonymous submission by employees of the Company of concerns with questionable accounting or auditing matters. Review periodically with management and internal audit staff these procedures and review all complaints received by the Company regarding accounting, internal controls or auditing matters

  12. Request and obtain from the independent auditor assurance that Section 10A (audit requirements) of the Securities Exchange Act of 1934 has not been triggered.

  13. Request and receive reports on the design and implementation of internal controls. Monitor significant changes in internal controls and address any known weaknesses.

  14. Review and assess the adequacy of the Company’s related person transactions policy at least once every three years. Review and discuss significant unusual transactions and all related party transactions, including those brought forth under the related person transactions policy.


  1. Annually prepare and cause to be filed in the Company’s annual proxy statement a report to stockholders as required by the SEC.

  2. The Committee may perform any other activities consistent with this Charter, the Company’s bylaws, governing law and the rules and regulations of the NYSE, as the Committee deems appropriate or necessary.

Last revised by the Board of Directors on February 21, 2024.

Mark A. Buthman Katrina L. Helmkamp David C. Parry Paris Watts-Stanfield
  • Member
  • Chair
  • Financial Expert
  • Independent Director