Anne Szostak
IDEXX LABORATORIES INC /DEAbout M. Anne Szostak
Independent director at IDEXX Laboratories since July 2012; age 74. Founder and President of Szostak Partners (since 2004), formerly Board Chair/CEO of Fleet Bank–Rhode Island (2001–2003), Board Chair/President/CEO of Fleet–Maine (1991–1994), and Corporate EVP & CHRO of FleetBoston Financial Group (1998–2004). Education: BA in Sociology, Colby College. Currently serves on IDEXX’s Audit Committee and chairs the Governance & Corporate Responsibility Committee; designated an Audit Committee Financial Expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Szostak Partners | Founder & President | 2004–Present | Advises on governance and human capital; executive leadership experience |
| Fleet Bank–Rhode Island | Board Chair & CEO | 2001–2003 | Led subsidiary operations; governance and strategy oversight |
| Fleet–Maine | Board Chair, President & CEO | 1991–1994 | P&L leadership; risk oversight |
| FleetBoston Financial Group | Corporate EVP & CHRO | 1998–2004 | Executive compensation and HR leadership; succession planning |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Tupperware Brands Corporation | Director | 2000–Present | Current public company directorship |
| Belo Corporation | Director | 2004–2013 | Former public company board |
| ChoicePoint Corporation | Director | 2005–2008 | Former public company board |
| Dr Pepper Snapple Group, Inc. | Director | 2008–2018 | Former public company board |
| SFN Group, Inc. | Director | 2005–2011 | Former public company board |
Board Governance
- Committee assignments (2025): Audit Committee member; Governance & Corporate Responsibility Committee Chair. In 2024, she chaired the Compensation & Talent Committee until May and then became Chair of the Governance & Corporate Responsibility Committee .
- Audit Committee Financial Expert designation alongside peers (SEC-defined) .
- Independence: Board determined all directors other than the CEO are independent; Audit and Compensation & Talent members meet heightened independence standards (2025 determination) .
- Attendance: Board held 7 meetings and Committees held 24 meetings in 2024; each director attended at least 75% of Board and applicable Committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Executive sessions of independent directors generally held at each regularly scheduled Board meeting .
- Overboarding policy: Directors limited to no more than three other public boards; audit committee limits; Board monitors compliance—each director in compliance .
Fixed Compensation
- Non-employee director program (2025/2024): Annual retainer $90,000; Committee Chair retainers—Audit $30,000, Compensation & Talent $25,000, Governance & Corporate Responsibility $25,000, Finance $15,000; Audit Committee member retainer $7,500; no meeting fees; equity split annually—$125,000 RSUs/DSUs and $125,000 options ($250,000 total); Board Chair receives additional $80,000 equity; ownership guideline: 6x annual retainer .
- 2024 cash paid to Anne Szostak: $122,500 (consistent with $90,000 annual retainer + $25,000 committee chair retainer + $7,500 Audit Committee member retainer) .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 90,000 | Standard for non-employee directors |
| Committee chair retainer | 25,000 | Governance & Corporate Responsibility (or Compensation & Talent) |
| Audit Committee member retainer | 7,500 | Applies to all audit members except chair |
| Total cash fees (2024 actual) | 122,500 | Szostak’s 2024 cash compensation |
Performance Compensation
Directors receive annual equity grants that are time-vested; awards are not tied to performance metrics.
| Metric | 2024 Annual Grant | Terms |
|---|---|---|
| Grant date | May 6, 2024 | Annual grants occur at the Annual Meeting; next scheduled May 7, 2025 |
| RSU/DSU grant date fair value | 124,940 | Aggregate grant date fair value, FASB ASC Topic 718 |
| Option grant date fair value | 124,936 | Aggregate grant date fair value, FASB ASC Topic 718 |
| Vesting | Fully vests on earlier of 1 year or next Annual Meeting | Applies to RSUs/DSUs and options |
| Option exercise price | Last reported sale price on grant date | Non-qualified stock options |
| Option expiration | Day before 10th anniversary of grant | |
| Change-of-control | Accelerated vesting per plan terms |
Additional program constraints and protections:
- Equity award minimum one-year vesting; options not repriced or backdated; no dividends until vesting .
- Total director pay cap under 2018 Plan: $650,000 per fiscal year, with exception allowed for Non-Executive Board Chair by independent directors .
Other Directorships & Interlocks
- Compensation & Talent Committee interlocks: None in 2023 and 2024; no insider (employee) participation .
- Related person transactions: Only an employment matter involving another executive’s family member; none relating to Szostak .
Expertise & Qualifications
- Executive leadership (CEO roles), corporate governance, human capital management (CHRO), financial acumen, strategy, operations, corporate finance, and risk oversight; completed executive education at Harvard Business School; BA, Colby College .
Equity Ownership
Policies:
- Stock ownership guidelines: target equal to 6x annual retainer; includes vested DSUs; retention of 75% of net shares until guideline met; anti-hedging and anti-pledging policies prohibit short sales, derivative hedging, and pledging of company stock .
| Ownership Metric | Mar 8, 2024 | Mar 8, 2025 |
|---|---|---|
| Shares owned | 6,304 | 3,061 |
| Options exercisable & RSUs vesting (60 days) | 8,486 | 9,100 |
| Total beneficial shares (incl. exercisable/vesting) | 14,790 | 12,161 |
| DSUs (vested) | 4,515 | 4,515 |
| Total shares + DSUs (outright + DSUs) | 10,819 | 7,576 |
| % of common stock outstanding | <1% | <1% |
| Notable holdings disclosure | 4,700 shares held by Trust of M. Anne Szostak | 3,061 shares held by Trust of M. Anne Szostak |
Compliance:
- All non-employee directors complied with stock ownership guidelines as of December 31, 2024 .
Governance Assessment
- Strengths: Long-tenured independent director (since 2012) with deep HCM and governance credentials; dual committee experience (Audit; Governance & Corporate Responsibility Chair; prior Compensation & Talent Chair) supports board effectiveness on talent, succession, and oversight; designated Audit Committee Financial Expert; strong attendance; no interlocks or related-party exposure tied to Szostak; robust anti-hedging/anti-pledging policies; director compensation reviewed by independent consultant (Farient) .
- Pay structure: Standard market design with balanced cash retainer and at-risk equity; 2023 program increases (retainer and equity value) implemented across the board; Szostak’s 2024 total director compensation $372,376 (cash $122,500; RSU $124,940; options $124,936) aligns with program targets .
- Potential watch items: Reduction in reported shares owned from 6,304 (Mar 2024) to 3,061 (Mar 2025) warrants monitoring for sales or transfers, though DSUs remained stable and no pledging/hedging is permitted under policy .
- RED FLAGS: None observed related to independence, interlocks, related party transactions, hedging/pledging, or option repricing; attendance above threshold .