SEC Form DEF 14A filed by IDEX Corporation

CORPORATE GOVERNANCE

Framework for Corporate Governance

The Board of Directors has the ultimate authority for the management of the Company’s business. The Corporate Governance Guidelines, the charters of the Board committees, the Code of Business Conduct and Ethics, and the Standards for Director Independence (Governance Documents) provide the framework for the governance of the Company. Copies of the current Governance Documents are available under the Investors link on the Company’s website at www.idexcorp.com. Please note that information posted on or accessible through websites referenced in this Proxy Statement is not incorporated by reference or otherwise included in this Proxy Statement.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Corporate Governance Guidelines address matters such as election of directors, size and retirement age for the Board, Board composition and membership criteria, the role and responsibilities of the Board and each of its committees, Board evaluations, limits on service on outside boards, and the frequency of Board meetings (including meetings to be held without the presence of management).

The Code of Business Conduct and Ethics sets forth the guiding principles of business ethics and certain legal requirements applicable to all of the Company’s employees and directors.

Director Independence

The Board has adopted standards for determining whether a director is independent. These standards are based upon the listing standards of the New York Stock Exchange (NYSE) and applicable laws and regulations and are available on the Company’s website as described above. The Board also reviewed commercial relationships between the Company and organizations with which directors were

affiliated by service as an executive officer. The relationships with these organizations involved the Company’s sale or purchase of products or services in the ordinary course of business that were made on arm’s-length terms and other circumstances that did not affect the relevant directors’ independence under applicable law and NYSE listing standards.

The Board has affirmatively determined, based on these standards and after considering the relationships described immediately above, that the following current directors are independent: Messrs. Beck, Buthman, Christenson, Glastra, Parry, Quiroz and Satterthwaite and Mss. Disher, Gunter, Helmkamp and Watts-Stanfield. The Board has also determined that Mr. Ashleman is not independent because he is the Chief Executive Officer and President of the Company. All standing Board committees are, and throughout fiscal year 2024 were, composed entirely of independent directors.

Director Nominations

The Board believes that maintaining a diverse membership with regard to skills, perspectives, backgrounds, and experiences enhances the Board’s deliberations. Accordingly, the Board is committed to seeking out highly qualified candidates with diverse skills, perspectives, backgrounds, and experiences as part of each Board search the Company undertakes. As part of this commitment, the Board has a policy to include at least two women and at least two racially or ethnically diverse candidates every time the Board conducts a search for a new member. The selection of a new member is made without regard to race or gender. The Board considers the following in selecting nominees for the Board:

Experience (in one or more of the following):

Personal attributes and characteristics:

Qualified candidates for membership on the Board shall not be discriminated against with regard to age, race, color, religion, sex, ancestry, national origin, sexual orientation or disability. In the past, the Company has engaged executive search firms to help identify and facilitate the screening and interviewing of director candidates. Any search firm retained by the Company to find director candidates is instructed to take into account all of the considerations used by our Nominating and Corporate Governance Committee. After

conducting an initial evaluation of a candidate, members of the Nominating and Corporate Governance Committee and the Chair of the Board will interview that candidate if the Committee believes the candidate is suitable to be a director. The Nominating and Corporate Governance Committee may also ask the candidate to meet with other members of the Board.

If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board appointment or election of that candidate. Annually, the Nominating and Corporate Governance Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board, and recommends to the full Board the slate of directors for nomination for election at the annual meeting of stockholders.

Board Refreshment and Retirement Policy

As part of its annual process, the Nominating and Corporate Governance Committee reviews each director’s continuation on the Board as well as the composition of the Board and its Committees. The Nominating and Corporate Governance Committee also considers the need for additional directors based on the strategy of the Company. When reviewing Board and Committee composition, the Nominating and Corporate Governance Committee considers the needs of the Company and the value of having directors with various tenures and experiences. The Nominating and Corporate Governance Committee evaluates Director time commitments at least annually.

As set forth in our Corporate Governance Guidelines, a director must retire by the end of the term following such director’s 70th birthday. However, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, may waive the requirement in any particular case or change the retirement age if it believes it is in the Company’s best interest.

Board Leadership Structure

The Nominating and Corporate Governance Committee, in consultation with the other independent directors, evaluates on an ongoing basis whether the Board’s leadership structure is appropriate to effectively address the evolving needs of our business and the long-term interests of our stockholders. The Committee then makes recommendations to the Board concerning the Board’s leadership structure, including whether the roles of Chair of the Board and Chief Executive Officer should be separated or combined. The Board, in accordance with our Bylaws, elects a Chair of the Board from among the directors. The Board believes it is in the best interests of the Company and its stockholders for the Board to determine which director is best qualified to serve as Chair in light of the circumstances at the time, rather than based on a fixed policy. As a result, the roles of Chair of the Board and Chief Executive Officer have been combined at some times, while at other times the roles have been split. In the event that the Chair is the Chief Executive Officer or is not an independent director, our Bylaws require that an independent Lead Director be elected by a majority of the independent directors.

On October 1, 2022, Ms. Helmkamp became Non-Executive Chair of the Board. Our separate Board Chair and Chief Executive Officer roles enable our Non-Executive Chair to oversee corporate governance matters and our Chief Executive Officer to lead the Company’s business. Independent directors also chair our Board committees. This structure facilitates effective oversight, further strengthens our Board’s independent leadership and supports our commitment to enhancing shareholder value and strong governance.

The independent non-management directors of the Board meet separately as a group at every regularly scheduled Board meeting. During 2024, the Non-Executive Chair presided at these non-management executive sessions. During 2024, the Board held eight meetings.

The Board believes that its current leadership structure provides independent board leadership and engagement.

During 2024, each director holding office in 2024 attended more than 75% of the aggregate number of meetings of the Board and of committees of the Board of which he or she was a member. The Company encourages its directors to attend the annual meeting of stockholders but has no formal policy with respect to that attendance. All of the directors holding office in 2024 attended the 2024 Annual Meeting.

Board’s Role in Risk Oversight

The Board oversees an annual assessment of enterprise risk exposure, and the management of such risk, conducted by the Company’s executives. The risk assessment was refreshed in 2024 and included an evaluation of enterprise-wide risks, including risks associated with the following on a short and longer term basis: M&A growth; organic growth; human capital management, including succession planning, talent attraction, development and retention; information security/cybersecurity; supply chain; and geopolitical shifts. In 2023 we partnered with outside consultants to conduct a climate risk assessment and scenario analysis to better understand the types of climate-related physical and transition risks and opportunities potentially relevant to the Company. The results of that assessment were included in the 2023 annual review with the Board, and such assessed transition risks and opportunities continue to be considered as part of the Company’s ongoing strategic planning. The Company intends to update its physical risk assessment in 2025.

When assessing enterprise risk, the Board focuses on the achievement of organizational objectives, including strategic objectives, to improve long-term performance and enhance stockholder value. Direct oversight allows the Board to assess management’s inclination for risk, to determine what constitutes an appropriate level of risk for the Company and to

discuss with management risk prioritization, risk mitigation and risk accountability.

Cybersecurity

Senior management reviews the Company’s cybersecurity program at least once a year with the Board, and at least twice a year with the Audit Committee and on an as-needed basis. Such reviews, among other things, include the results of internal and/or external assessments, a review of cybersecurity governance at the management level, and a review of the Company’s cybersecurity program and progress toward various initiatives.

The Company’s cybersecurity program is designed to be aligned to the Cybersecurity Framework published by the National Institute of Standards and Technology (“NIST”). In 2024, the Audit Committee invited two external consultants to meetings to advise the Committee on Board oversight of cybersecurity matters and to review the findings of an external assessment of the Company against the NIST framework.

Each year, an annual external penetration test is performed against the Company’s network in addition to the Company’s regular internal vulnerability scans. Employees are required to complete cybersecurity awareness training and are regularly tested with internal phishing exercises. The Company maintains global cybersecurity insurance coverage reviewed annually for adequacy against operations and information systems. See Item 1C. “Cybersecurity” in the our Annual Report on Form 10-K for the year ended December 31, 2024 for more information related to our cybersecurity program.

Sustainability Risk Oversight

The Board, along with the Audit Committee and the Nominating and Corporate Governance Committee (NCGC), provides oversight of certain risks associated with environmental, social and governance matters most relevant to the Company and its internal and external

stakeholders. As noted above, the Board reviews risks associated with a number of these topics as part of its annual assessment of enterprise risk exposure. In addition, the Audit Committee provides oversight of the Company’s compliance and corporate environmental, health and safety functions, and, in 2025, will begin reviewing sustainability reporting processes and controls to meet emerging regulatory reporting requirements. The NCGC oversees the Company’s corporate sustainability efforts and progress generally, and in 2022, it added an additional meeting to its calendar focused on the Company’s sustainability initiatives. In 2024, the NCGC used that meeting to review emerging regulatory reporting requirements and the Company’s progress toward satisfying those requirements, along with the Company’s progress toward various environmental sustainability goals related to emissions reductions.

Sustainability Program & Reporting

As an embodiment of our continuing commitment to sustainability, since 2019, we have published a sustainability report every other year highlighting the various ways in which the Company, our products and our people have a positive impact. In addition to the reports, we have disclosed sustainability-related metrics every year since 2019, and our disclosures have been in alignment with the Sustainable Accounting Standards Board (SASB) sector standards since 2021.

Most recently, in March 2025, we published the Company’s 2024 Sustainability Report, including updated data tables and SASB, TCFD and GRI-aligned disclosures. The 2024 Sustainability Report and related data tables, as well as prior reports and SASB Indices, are available under the Sustainability link on our website at https://www.idexcorp.com/about-idex/idex-sustainability/.

In 2022, working with outside consultants, we conducted our second materiality assessment as part of ensuring that we maintain a current understanding of areas of opportunity and risk related to various sustainability topics relevant to IDEX. By engaging with internal and external stakeholders, we confirmed the corporate sustainability topics most likely to impact the Company and for which the Company can make a meaningful impact. Building on that assessment, we have continued our commitment to sustainability, including to evolve our strategy to improve the operational impact of our operations, build out our environmental, health and safety program, and enhance our approach to responsible supply chain management. Our Chief Sustainability Officer continues to focus on developing and monitoring progress against various sustainability initiatives relevant to our businesses, managing cross-functional governance of certain sustainability topics, and, in partnership with our Sustainability Controller hired in 2024, continuing to prepare for pending and emerging sustainability disclosure requirements.

Board and Committee Assessment Process

On an annual basis, the Board and each Committee conduct assessments, which consist of written self-assessment questionnaires, supplemented by individual interviews of each director conducted by the Chair and members of the NCGC. The results of the assessment process are then reviewed and discussed by the Board and each Committee and have led to process and oversight improvements.

Board’s Engagement with Management

The Board approves the Company’s executive officers, delegates responsibilities for the conduct of the Company’s operations to those officers and monitors their performance. In addition, members of the Board informally mentor executive officers, meeting with such officers individually to share insights and experiences accumulated over the course of the directors’ careers.

During 2024, directors had a combination of in-person and virtual meetings with management, including by visiting various manufacturing facilities in the U.S. and Europe, participating in operational reviews with senior management, and attending the Company’s annual global leadership conference. Site visits are also included in our onboarding program for new directors.

Board’s Role in Strategic Planning and Talent Management & Development

Each fall, the Board participates in a three-year enterprise strategy review with the Company’s executive officers and other senior management. Management and the Board agree upon a strategy, and it is used as a lens for decision making at each Board meeting following the annual comprehensive review. As a result, strategy discussions are a regular feature of Board meetings throughout the year.

Our Board calendar also includes at least one meeting per year at which the Board participates in an extensive review of the Company’s talent management and retention strategies, leadership development pipeline, and succession plans for senior management. Management also discusses the drivers of employee engagement and culture with the Board and reviews various ongoing initiatives, including with respect to employee resource groups, which are open to all employees, regardless of their specific background or identity, talent development networks, and skill building for inclusive leadership. Progress updates with respect to talent management and development, culture, and engagement, are shared with the Board throughout the year, as needed.

As part of the Company’s continued commitment toward transparency in the reporting of the diversity of its workforce, we publish our EEO-1 consolidated report reflecting information related to the U.S. workforce. This information is available at https://investors.idexcorp.com/corporate-governance/highlights. The EEO-1 Consolidated Report

requires the Company to list the number of employees in ten specific categories that may differ from how the Company organizes its workforce and evaluates its data. Comparisons between the EEO-1 Consolidated Report data and other descriptions of the Company’s diversity statistics and disclosures may not be possible.

Director Onboarding and Education

All new directors participate in our director onboarding program. The onboarding process includes meetings with senior leaders to familiarize new directors with the Company’s strategic vision, values and culture; operational and financial reporting structure; and legal, compliance and governance framework. In addition, new directors have also attended training courses led by IDEX senior leaders covering the 80/20 business process that serves as the foundation of IDEX’s operating model and seeks to accelerate profitable growth by focusing resources on our highest value opportunities.

The Board encourages all directors to participate in continuing director education programs, either individually or together with other Committee members, and directors are reimbursed for their expenses for such programs. Over the past year, directors attended virtual and in-person education seminars and webinars covering a variety of topics, including board and committee leadership; risk oversight and governance; strategy; geopolitical shifts; sustainability; cybersecurity; artificial intelligence; regulatory developments; harassment; and human capital management. As mentioned above, in 2024, the Audit Committee also invited external consultants to attend various Audit Committee meetings to hold director education sessions related to cybersecurity oversight and best practices for Audit Committee effectiveness.

Investor Outreach

We value the input of our stockholders and believe that it is important to understand their questions and concerns about the Company. During 2024, we met with a number of our stockholders and prospective stockholders to answer questions about the Company and learn about matters that are important to them. We plan to continue our investor outreach efforts during 2025.

Communications with Our Board

Stockholders and other interested parties may contact the Board and the directors by writing to Corporate Secretary, IDEX Corporation, 3100 Sanders Road, Suite 301, Northbrook, IL 60062. Inquiries sent will be reviewed, sorted and summarized by the Corporate Secretary before they are forwarded to any director.

BOARD COMMITTEES

Important functions of the Board are performed by committees comprised of members of the Board. There are three standing committees of the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee has a written charter that is available under the Investors link on the Company’s website at www.idexcorp.com.

Subject to applicable provisions of the Company’s Bylaws and based on the recommendations of the Nominating and Corporate Governance Committee, the Board as a whole appoints the members of each committee each year at its February meeting. The Board may, at any time, appoint or remove committee members or change the authority or responsibility delegated to any committee, subject to applicable law and NYSE listing standards.

The following table summarizes the current membership of the committees of the Board.

Audit Committee

Pursuant to its charter, the Audit Committee has the authority and responsibility to:

While the Board has the ultimate oversight responsibility for the risk management process, the Audit Committee focuses on financial risk management and exposure, and legal compliance. The Audit Committee receives an annual risk assessment report from the Company’s internal auditors and reviews and discusses the Company’s financial risk exposures and the steps management has taken to monitor, control and report those exposures.

During 2024, Messrs. Buthman and Parry and Mss. Helmkamp and Watts-Stanfield served as members of the Audit Committee for the full year. The Board determined that Mr. Buthman and Mss. Helmkamp and Watts-Stanfield are “audit committee financial experts,” as defined by SEC rules.

The Board has adopted a written Related Person Transactions Policy regarding the review and approval of transactions with related persons. All related person transactions (defined as any transactions that are required to be disclosed under Item 404(a) of Regulation S-K) are approved by the Audit Committee. If the transaction involves a related person who is an Audit Committee member or immediate family member of an Audit Committee member, that Audit Committee member will not be included in the deliberations or vote regarding approval. In approving the transaction, the Audit Committee must determine that the transaction

is consistent with the interests of the Company and its stockholders. The Audit Committee periodically reviews any previously approved related person transactions that remain ongoing. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Audit Committee determines if it is in the best interests of the Company and its stockholders to continue, modify or terminate any such related person transactions. Since January 1, 2024, there were no related person transactions requiring disclosure under SEC rules.

During 2024, the Audit Committee held eight meetings.

Compensation Committee

The Compensation Committee’s primary purpose and responsibilities are to:

To assist the Compensation Committee in discharging its responsibilities, the Compensation Committee retained Frederic W. Cook & Co., Inc. (F.W. Cook) to act as an outside consultant. F.W. Cook is engaged by, and reports directly to, the Compensation Committee.

The Compensation Committee has reviewed the nature of the relationship between itself and F.W. Cook, including all personal and business relationships between the committee members, F.W. Cook and the individual compensation consultants who provide advice to the Compensation Committee. Based on its review, the Compensation Committee did not identify any actual or potential conflicts of interest in F.W. Cook’s engagement as an independent consultant.

F.W. Cook works with the Compensation Committee and management to structure the Company’s executive compensation programs and to evaluate the competitiveness of its executive compensation levels. F.W. Cook’s primary areas of assistance to the Compensation Committee are:

F.W. Cook periodically provides the Compensation Committee and management market data on a variety of compensation-related topics. The Compensation Committee has authorized F.W. Cook to interact with the Company’s management, as needed, on behalf of the Compensation Committee, to obtain or confirm information.

The charter of the Compensation Committee permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee.

During 2024, Messrs. Beck, Christenson, Quiroz and Satterthwaite and Ms. Gunter served on the Compensation Committee for the full year. None of these directors (i) was an officer or employee of the Company or any of its subsidiaries during 2024, (ii) was formerly an officer of the Company or any of its subsidiaries, or (iii) had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Securities Act of 1933, as amended. There were no relationships between the Company’s executive officers and the members of the Compensation Committee that require disclosure under Item 407(e)(4) of Regulation S-K.

During 2024, the Compensation Committee held six meetings.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s primary purpose and responsibilities are to:

It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s stockholders in accordance with the procedures described under “STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS” below.

Stockholder nominees who are nominated in accordance with these procedures will be given

the same consideration as nominees for director from other sources.

During 2024, Messrs. Beck, Buthman, Parry and Satterthwaite and Ms. Gunter served on the

Nominating and Corporate Governance Committee for the full year.

During 2024, the Nominating and Corporate Governance Committee held five meetings.

Equity Grants

Under the Company’s Amended and Restated Non-Employee Director Compensation Policy (Director Compensation Policy), equity grants upon initial election to the Board are made on the date of appointment. Initial equity grant values are equal to the annual grant value prorated for the remaining period of time until the next Annual Meeting. Annual equity grants to continuing directors are made on the date of the Annual Meeting. All grants are structured to provide 100% of the expected value in the form of restricted stock unit awards and are made under the Company’s equity plan then in effect, which in the case of the 2024 annual grants was the IDEX Corporation 2024 Incentive Award Plan (Incentive Award Plan). Restricted stock units granted as annual equity grants vest in full on the earliest to occur of: (i) the earlier of the first anniversary of the date of grant and the date of the next annual stockholders meeting if it is at least 50 weeks after the prior year’s meeting, subject to continuous service through such date; (ii) the date on which the director ceases to serve on the Board for any reason after achieving at least six years of continuous service on the Board; (iii) the date of the director’s death or disability; (iv) the date on which the director ceases to serve on the Board by reason of a failure to be re-elected to the Board; and (v) the occurrence of a change in control subject to the director’s continuous service through such date. Restricted stock units granted upon a director’s initial election vest in full on the earliest to occur of: (i) the first anniversary of the date of grant; (ii) the date of the director’s death or disability; and (iii) the occurrence of a change in control subject to the director’s continuous service through such date. The restricted stock units are non-transferable until the recipient is no longer serving as a director and are subject to forfeiture if the director terminates service as a director prior to the vesting date for reasons other than death, disability, or, for the restricted stock units granted as annual equity awards, termination after at least six years of continuous service on the Board.

Directors have the ability to defer payment of all or a portion of their annual equity grant.

Directors Deferred Compensation Plan

Under the Company’s Directors Deferred Compensation Plan, directors are permitted to defer the payment of their cash compensation to either termination of Board service or a later specified date. In general, directors must make elections to defer fees payable during a calendar year by the end of the preceding calendar year. Newly appointed directors have up to 30 days from their appointment to elect to defer future fees.

All amounts deferred are recorded in a memorandum account for each director and are credited or debited with earnings or losses as if such amounts had been invested in an interest- bearing account or certain mutual funds, at the option of the director. The deferred compensation credited to the interest-bearing account is adjusted on at least a quarterly basis with hypothetical earnings equal to the lesser of the Barclays Capital Long Term Bond AAA — Corporate Bond Index as of the first business day in November of the calendar year preceding the year for which the earnings are to be credited or 120% of the long-term applicable federal rate as of the first business day in November.

In accordance with SEC rules, no earnings on deferred compensation are shown in the 2024 Director Compensation table below because no “above market or preferential” rates were earned on deferred amounts in 2024. Directors must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments of up to 10 years, subject to earlier settlement in the event of the participant’s death.

The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets.

Stock Ownership Guideline

Under the Director Compensation Policy, non-management directors are subject to a stock

ownership guideline. Non-management directors are required to maintain direct ownership of shares of Common Stock equal to or greater in value to five times the current annual Board service retainer. No non-management director is permitted to sell shares of Common Stock until the director satisfies the stock ownership guideline. Once a director meets the stock ownership guideline, the director may not sell

shares if the sale would put the director below the stock ownership guideline.

As of the record date, all non-management directors were in compliance with the stock ownership guideline or subject to the mandatory holding requirement until the ownership guideline is met.

2024 Short-Term Incentives

The Company administers short-term incentives under the Management Incentive Compensation Plan (MICP). The amount of the annual bonus paid to each participant is determined under the following formula:

Annual Bonus = Base Salary x Individual Target Bonus Percentage x Business Performance Factor

Individual Target Bonus Percentage for the year is a percentage of the participant’s base salary and is based on the participant’s position and market data. For Mr. Ashleman, the Compensation Committee increased his Individual Target Bonus Percentage from 115% to 125%, which was aligned with the Compensation Committee’s strategy of moving Mr. Ashleman’s target compensation closer to the median of the target market composed of CEOs at other similarly sized companies. The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives and strategic measures.

The Business Performance Factor Components listed below for 2024 are the same as those for 2023.

Adjusted EBITDA aligns our incentive opportunities to our growth and acquisition strategy and rewards the profitability metric. We believe Adjusted EBITDA also has strong correlation to long-term TSR performance. Organic Sales Growth represents the percentage increase in sales revenue compared to the previous year’s revenue, which by definition excludes revenue from businesses acquired in the year. We believe that rewarding executives on organic sales growth highlights the importance and emphasis on growth. In addition, Adjusted Cash Flow Conversion continues to be

viewed as a vital metric for the overall health of the business.

At the beginning of each year, the Compensation Committee agrees on the categories of items that can be excluded or added back to arrive at the adjusted results in calculating the financial metrics included in the Business Performance Factor, as permitted by the terms of the MICP. After the year is complete, the Compensation Committee reviews the adjustments put forward by the Company for approval, resulting in the final Business Performance Factor. Typical adjustments include, but are not limited to, the impact of acquisition and divestiture-related income and charges, restructuring charges, capital expenditure investments versus plan, and the impact of foreign currency translation.

Over the past few years, executive leadership and the Board continued to focus on corporate sustainability matters viewed as most relevant to the Company and its internal and external stakeholders. Results of this effort are available under the Sustainability link on our website at www.idexcorp.com. To highlight the importance of corporate sustainability and progress with respect to specific topics, the Company first adopted Sustainability as a metric in the 2022 MICP.

Corporate sustainability, and, in particular our commitment with respect to our culture, people and environmental stewardship, is important to the Company and to our internal and external stakeholders. Environmental sustainability and having a highly engaged workforce are part of our culture and strategy. Several of the Company’s growth opportunities are aligned to markets and customer initiatives focused on sustainable products or practices around energy

reductions, water savings and alternative energy. A commitment to and progress toward various social and environmental initiatives serves as a differentiator in attracting and retaining exceptional talent and teams who have a tremendous impact on our communities and the customers we serve.

For the Sustainability component, the Compensation Committee assesses the Company’s performance against goals and initiatives for 2024 to further drive progress against our sustainability strategy. The initiatives are the actions that the Compensation Committee has agreed to that we believe will best help the Company achieve its short- and long-term goals. Employees can earn a 0% to 200% payout on the Sustainability component, similar to the financial metrics, depending upon completion of each enabling initiative as well as performance against short-term goals and progress towards the long-term goals.

For 2024, the Company exceeded its employee engagement goal with 81% engagement and completed a number of initiatives including change leadership training and leader development. The Company also exceeded its goal to complete various initiatives to reduce electricity consumption in 2024 and test various ways to ultimately reach its long-term 2035 emissions goal.

In summary, 2024 was a successful year as a result of quality work completed by employees on the enabling initiatives, with the Company overall tracking above expectations for long-term goals, resulting in the Committee providing a Sustainability rating of 125%.

2024 Long-Term Incentive Awards

Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2024. Each NEO has a long-term incentive target established on an individual basis taking into consideration market practice for each role, and individual impact and performance. The Compensation Committee may grant awards above or below target based on individual and Company performance.

In 2024, the NEOs received annual long-term incentive awards consisting of PSUs and stock options, which are intended to emphasize the link between pay and performance. The target number of PSUs granted was determined by dividing the PSU target award value (50% of the total LTI target) by the closing price of Common Stock on the date of grant. The number of stock options granted was determined by dividing the stock option award value (50% of the total LTI target) by the grant date fair value, utilizing the Black Scholes option-pricing model. For additional details of the assumptions made in the valuation of such awards, see note 15 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

2024 CEO Awards. For 2024, the Board granted Mr. Ashleman an award based on the Compensation Committee’s strategy and recommendation, which reflect Mr. Ashleman’s three years of tenure in the CEO role and strong performance, which resulted in a target LTI award positioned near the CEO market median. The following chart shows the grant value recommended by the Compensation Committee and approved by the Board, and the Summary Compensation Table reported value of Mr. Ashleman’s long-term incentive awards for 2023 and 2024. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB

ASC Topic 718, which differs from the target value.

Objectives of Long-Term Incentive Vehicles

The Compensation Committee believes that PSUs and stock options both motivate management actions that support the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The value of the PSUs after the approximate three-year performance period is directly linked to relative TSR, as described above, as well as the stock price movement during the performance period. Stock options provide value only to the extent that the Company’s stock price appreciates above the stock price on the date of grant.

2024 PSU Design Features

The PSUs have an approximate three-year performance period and measure the Company’s relative TSR against the TSR of companies in the S&P 500 Index over such period. If the Company achieves 50^th percentile TSR performance as compared to the peer group of companies, each NEO will receive the target number of PSUs, paid out in shares of Common Stock. Threshold performance is at the 33^rd percentile, which will result in a payout equal to 33% of target; performance below this level will result in zero payout. Maximum payout is 250% of the target number of shares for 80^th percentile performance or higher. Payouts are interpolated for performance between the 33^rd percentile and 50^th percentile and between the 50^th percentile and 80^th percentile performance.

Notwithstanding the payout percentages indicated above, if the Company’s TSR for the performance period is negative, the payout percentage will not be greater than 100%. Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of Common Stock received by each executive. All terms of the awards, including those identified above, are captured in participant award agreements.

In selecting relative TSR as the measure, the Compensation Committee noted that TSR is highly correlated with a combination of other metrics that are important to the Company and investors, notably: return on invested capital, EBITDA, net income growth, operating profit margin and compound annual sales growth rate (CAGR).

For the 2024 PSU grant, the Compensation Committee selected the S&P 500 Index companies as the comparator group for relative TSR as the Company is also included in this index. In addition, a one-year post-vest holding requirement was first instituted with the 2020 PSU grant, which we believe further aligns our executives’ interests with those of our stockholders.

Payout of 2021 PSU Award

The 2021 PSU award was granted on February 25, 2021, with a performance period ending on January 31, 2024, and resulted in a 50% payout based on 11% TSR, which placed the Company in the 37^th percentile of companies in the S&P 500 Index. These shares settled in February 2024.

2025 Long-Term Incentive Design

Beginning with the 2025 annual long-term incentive award provided in February 2025, the Company added restricted shares or restricted stock units (RSUs) as a third award vehicle for our NEOs as well as other senior leaders. Restricted shares or RSUs may be granted based on whether the recipient has satisfied the retirement vesting conditions. Awards were targeted to be 50% in PSUs, 25% in stock options and 25% in restricted shares/RSUs.

In addition, the 2025 PSU grants have two metrics covering the approximate three-year performance period. Relative TSR as measured against companies in the S&P 500 Index continues to be a metric, but now weighted at 75% of the PSU award, with net income growth as an internal financial metric representing the remaining 25% of the PSU award.

These changes collectively are designed to put greater emphasis on profitably growing our business and creating shareholder value by reinforcing the leadership behaviors associated with the Company’s growth strategy.

Setting Executive Compensation

Role of Compensation Committee

The Compensation Committee establishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of NEO compensation. In the case of the CEO, the Board reviews, ratifies and approves compensation recommendations made by the Compensation Committee.

The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s recent annual target and actual pay history, unvested equity holdings and termination payments under various scenarios. Data from the tally sheets is considered by the Compensation Committee when setting target total compensation. Generally, the Compensation Committee reviews and adjusts target total compensation levels annually. Actual total compensation may vary from target based on performance and changes in stock price over time.

Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards does not directly impact the level at which future pay opportunities are set. When granting equity awards, the Compensation Committee considers market data and Company and individual performance.

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain and replace, as necessary, compensation consultants to provide it with independent advice. The Compensation Committee has engaged F.W. Cook as its independent consultant to advise it on executive and non-employee director compensation matters. This selection was made without the input or influence of management.

Under the terms of its agreement with the Compensation Committee, F.W. Cook will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2024, F.W. Cook provided no services to the Company other than to advise the Compensation Committee on executive and non-employee director compensation issues. In its review, the Compensation Committee did not identify any conflicts of interest raised by the work F.W. Cook performed in fiscal year 2024, nor any business or personal relationships that would impair F.W. Cook’s independence.

Setting Individual Executive Pay

The Compensation Committee formulates a recommendation of CEO pay based on the financial and operating performance of the Company, the Compensation Committee’s assessment of the CEO’s performance and a review of the market benchmarking data discussed below. The CEO pay recommendations put forth by the Compensation Committee are then reviewed and subject to approval by the Board.

The pay packages for the other NEOs are set by the Compensation Committee after taking into consideration the recommendations of the CEO. Individual pay decisions are based on an assessment of the individual executive, utilizing the following criteria:

The Compensation Committee reviews pay data from two primary sources (third party surveys and peer company data) as one input in determining appropriate target compensation levels. The Compensation Committee utilizes the expertise of its independent compensation consultant, F.W. Cook, in developing compensation recommendations for the NEOs, including the CEO. The Compensation Committee believes that to attract and retain qualified management, total direct compensation should be competitively targeted within a range that includes the market median for comparable positions at comparable companies, with market compensation data being only one of many factors considered by the Compensation Committee when setting the compensation levels for any particular executive. While an individual executive’s target compensation is positioned within the competitive range based on the individual factors listed above, actual compensation in any given year should and does vary from target based on Company and individual performance as well as other considerations, such as tenure within role.

The Compensation Committee undertook a review and analysis to evaluate whether the 2024 executive compensation programs appropriately reflected the market for talent. The Compensation Committee considered relevant market pay practices to strengthen the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. Three surveys and a peer group analysis were utilized for the 2024 executive compensation market analysis for the NEOs.

Survey Data

The Aon Radford Global Compensation Database, Willis Towers Watson Executive Compensation Database Survey and the F.W. Cook Executive Compensation Survey were used because they include a broad range of manufacturing companies that are considered comparable to the Company in size, geography and industry.

Peer Companies

The peer group of companies identified below consists of companies that are similar to the Company in terms of their size (i.e., revenue, and market capitalization), diversified industry profile (ranging from customized manufacturing solutions to emerging markets in highly specialized health science technology), investment in research and development and global presence. In addition, the peer companies have executive officer positions that are comparable to the Company’s in terms of breadth, complexity and scope of responsibilities. F.W. Cook reviewed the composition of the peer group used to benchmark pay in 2023 with the Compensation Committee. Based on that review, for 2024 the Compensation Committee maintained the same peer group of companies. The following peer group was used to evaluate 2024 executive compensation decisions:

Based on the representation of the position matches within the data sources, the market data was weighted 80% peer group data and 20% survey data for the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer positions, 70% survey data and 30% peer group data for the Senior Vice President, General Counsel and Corporate Secretary position, and 100% survey data for the Senior Vice President and Chief Human Resources Officer and Senior Vice President, Chief Strategy and Innovation Officer positions.

Other Compensation Components

Employee Benefits

The NEOs participate in nonqualified supplemental retirement plans, deferred compensation arrangements and supplemental disability benefits. Participation in these nonqualified plans is intended to provide the NEOs with the opportunity to accumulate retirement benefits at levels above the limitations imposed by tax qualified plans.

For a more complete explanation of these plans, see the “Narrative to 2024 Summary Compensation Table,” the “Narrative to Nonqualified Deferred Compensation at 2024 Fiscal Year End Table,” and the discussion under “Potential Payments upon Termination or Change in Control.”

Severance and Change in Control Benefits

Each of the NEOs is entitled to severance benefits under the terms of written agreements in the event that their employment is actually or constructively terminated without cause. The amount of the benefit, which varies with the individual, depends on whether or not the termination is in connection with a change in control. The level of each NEO’s severance benefits reflects the Company’s perception of the market for their positions at the time the agreements were put in place.

For additional information regarding the Company’s severance and change in control arrangements, see the section below entitled “Potential Payments upon Termination or Change in Control.”

Perquisites

The Compensation Committee believes in providing limited perquisites in line with market practice. The principal perquisite provided to our NEOs is a car allowance. For further details on these perquisites, see the “Narrative to 2024 Summary Compensation Table” below.

Other Executive Compensation Matters

Stock Grant Practices

For our stock option awards, the exercise price of the stock option award will be the closing price of Common Stock on the NYSE on the date of the grant. If the grant date for the annual awards falls on a weekend, the exercise price of stock option awards will be the closing price of Common Stock on the NYSE on the last trading day preceding the date of grant.

Stock Ownership

Consistent with its executive pay philosophy, the Company requires that executive officers maintain minimum ownership levels of Common Stock as follows:

NEOs must comply with these ownership requirements within five years of their date of hire or promotion. Counted for purposes of satisfying ownership requirements are shares directly owned, unvested restricted shares and PSUs at target. Due to the NEOs’ annual equity awards consisting of PSUs and stock options, PSUs at target have been included for purposes

of satisfying ownership requirements while stock options have been excluded in determining compliance. As of the record date, all NEOs either met or exceeded the ownership guidelines, or were on track to meet within the required timeline.

Insider Trading and Hedging and Pledging

We have adopted insider trading policies and procedures that govern the purchase, sale and other dispositions of Company securities by directors, officers, employees and contractors, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

All directors and employees (including officers) of the Company are prohibited from (i) pledging Company securities (including through holding Company securities in margin accounts), and (ii) engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities (“hedging”). For this purpose, “hedging” includes “short-sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options and other derivative instruments (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like, including prepaid variable forward contracts, equity swaps, collars, and exchange funds), and other transactions designed to minimize the risk inherent in owning Common Stock, such as zero-cost collars and forward sales contracts.

Clawbacks

In 2023, the Company amended its clawback policy to comply with the requirements of the NYSE listing rules under the Dodd-Frank Act. Under the Company’s Dodd-Frank Act clawback policy, the Company shall recover, or clawback, from current or former officers any

wrongfully earned incentive compensation (as determined under the clawback policy), upon the determination by the Compensation Committee that:

In addition, the Company also implemented an additional broad policy that provides the Company the means to recoup awards, including time-based awards, due to financial restatement or certain improper conduct and applies to the NEOs as well as the broader population of award recipients.

Tax Gross-Up Provisions

The Company has not entered into any agreements that include excise tax gross-up provisions with respect to payments contingent upon a change in control since the adoption of a no gross-up policy by the Compensation Committee in February 2011. No executives are eligible for an excise tax gross-up.

Risk Assessment

The Compensation Committee periodically reviews the potential risks arising from our compensation policies, practices and programs to determine whether any potential risks are material to the Company. In approving the 2024

compensation program design, the Compensation Committee engaged in discussions with F.W. Cook and management regarding any potential risks and concluded that the Company’s compensation policies and practices are designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy, do not incentivize employees, including executive officers, to take unnecessary or excessive risks, and that any risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company.

In this review, the Compensation Committee considered the attributes of the Company’s policies and practices, including:

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed its contents with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement, which will be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Carl R. Christenson, Chair

Mark A. Beck

Lakecia N. Gunter

Alejandro Quiroz Centeno

Livingston L. Satterthwaite