Nominating and Corporate Governance Committee





The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of IDEX Corporation (the “Company”) shall consist of at least three directors, each of whom shall be independent as such term is defined by the New York Stock Exchange (the “NYSE”). Committee members shall be appointed by the Board on the recommendation of 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 in 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 periodically, as deemed necessary by the Chair of the Committee. 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. The Committee may, in its sole discretion and at the Company’s expense, retain and terminate legal, accounting or other consultants or experts, including search firms, as 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 any such consultant or expert and for ordinary administrative expenses of the Committee in carrying out its duties. The Committee shall have full, unrestricted access to Company books, records and facilities.

Purpose and Responsibilities

The Committee’s primary purpose and responsibilities shall be:

  • To develop and recommend to the Board corporate governance principles and a Code of Business Conduct and Ethics;

  • To develop and recommend criteria for selecting new directors, identify individuals qualified to become Board members consistent with criteria approved by the Board, and recommend that the Board select such individuals as nominees for election to the Board;

  • To screen and recommend to the Board individuals qualified to become Chief Executive Officer in the event of a vacancy and any other senior officer whom the Committee may wish to approve; and

  • To oversee evaluations of the Board, individual Board members and the Board committees.


To fulfill its purpose and responsibilities, the Committee shall:

  1. Develop and recommend to the Board a set of Corporate Governance Guidelines, monitor compliance with the guidelines, and make recommendations to the Board for changes as deemed appropriate.

  2. Review and recommend to the Board a Code of Business Conduct and Ethics for directors, officers and employees, and make recommendations to the Board for changes as deemed appropriate.

  3. Review periodically the size and composition of the Board in light of the Company’s operating requirements and other considerations the Committee deems appropriate and make recommendations to the Board regarding any appropriate changes.

  4. Develop and recommend criteria for selecting nominees for director and Board committee membership for approval by the Board, which shall include those qualities set forth from time to time in the Company’s Corporate Governance Guidelines.

  5. Identify and screen individuals qualified to become directors and to ensure that the Board has the requisite expertise and recommend to the Board nominees for election as directors of the Company, including nominees recommended by stockholders of the Company, and consider the performance of incumbent directors whose terms are expiring in determining whether to nominate them to stand for reelection at the next annual meeting of the stockholders.

  6. Identify, screen and recommend to the Board candidates for Chief Executive Officer in the event of a vacancy and for other senior executive officers of the Company whom the Committee may wish to approve.

  7. Establish procedures for and administer annual performance evaluations of the Board, each of its committees and individual Board members, which will include an annual performance review of this Committee by its members.

  8. Review director independence and make recommendations to the Board relating to such matters.

  9. Review periodically the makeup of the Board committees and recommend, as appropriate, changes in the number, function, membership or assignment of committee chairs.

  10. Make recommendations to the Board regarding the submission of an offer of resignation pursuant to the Company’s Corporate Governance Guidelines by (i) a director who did not receive a majority of votes cast for his or her election in an uncontested election or (ii) a director who has experienced a significant change in his or her principal business, occupation or position or has a significant conflict of interest that cannot be resolved.

  11. Make recommendations to the Board regarding governance matters, including, but not limited to, the Company’s certificate of incorporation, bylaws, and the charters of the Company’s other committees.

  12. Oversee an orientation program for new directors and a continuing education program for all directors.

  13. Oversee the Company’s corporate social responsibility and sustainability efforts and progress.

  14. Review emerging corporate governance issues and practices, including proxy advisory firm policies and recommendations.

  15. Periodically review and reassess this Charter and submit any recommended changes to the Board for its consideration.

  16. Perform such other functions as assigned by law, the rules and regulations of the NYSE, the Company’s charter or bylaws of the Board.

In addition to the duties and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Committee, and the Company’s bylaws.

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

David C. Parry Livingston L. Satterthwaite Katrina L. Helmkamp Mark A. Beck Mark A. Buthman Lakecia N. Gunter
  • Member
  • Chair
  • Financial Expert
  • Independent Director