Bruce Claflin - Director | IDEXX LABORATORIES INC /DE (IDXX) Executive Profile & Compensation

About Bruce L. Claflin

Independent director at IDEXX Laboratories since July 2015, Bruce L. Claflin is a former President & CEO of 3Com with a 30+ year operating career across IBM and Digital Equipment Corporation. He is 73 and holds a BA in Political Science from Pennsylvania State University . At IDEXX, he serves on the Audit and the Compensation & Talent Committees and is deemed independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
3Com Corporation	President, COO → President, CEO → Director	Aug 1998–2006 (CEO 2001–2006)	Led global networking company; substantial corporate strategy experience .
Digital Equipment Corporation	SVP, Sales & Marketing; VP/GM, PC Business Unit	1995–1998	Senior operating leadership in tech hardware .
IBM	Various senior management/executive roles (incl. Asia)	1973–1995	Lived/worked in Hong Kong and Tokyo; led Asia/South Pacific region .

External Roles

Organization	Role	Tenure	Notes / Interlocks
Ciena Corporation	Director	Since Aug 2006	Current public company directorship .
Advanced Micro Devices	Director; Chairman	2003–2017; Chairman 2009–2016	Former public company role .
3Com Corporation	Director	2001–2006	Former public company role .
Time Warner Telecom	Director	2000–2003	Former public company role .

Board Governance

Independence: Board determined in Feb 2025 that all directors other than the CEO are independent; Audit and Compensation & Talent members meet heightened independence standards .
Committee assignments (current): Audit; Compensation & Talent . He chaired Governance & Corporate Responsibility through May 2024, then joined Compensation & Talent in May 2024 .
Attendance: Board held 7 meetings and committees 24 in 2024; each director attended at least 75% of the meetings of the Board and relevant committees .
Overboarding: IDEXX policy limits other boards; the Governance & Corporate Responsibility Committee monitors compliance and states all directors comply .

Fixed Compensation

Component	2024 Amounts (Actual)	Program Terms (2025 Proxy)
Annual cash retainer	$106,223 (fees earned/paid in cash)	$90,000 annual retainer; no meeting fees .
Committee/Chair retainers	Included above; Claflin served as Gov & CSR Chair until May 2024; is Audit member (Audit member retainer $7,500; Gov Chair retainer $25,000)	Chair retainers: Audit $30,000; Comp & Talent $25,000; Gov & CSR $25,000; Finance $15,000; Audit member retainer $7,500 .

Notes: Cash is paid quarterly; directors may defer fees into DSUs under the Director Deferred Compensation Plan -.

Performance Compensation

Equity Element	2024 Actual Grant (Grant date May 6, 2024)	Vesting/Terms
Stock awards (RSUs/DSUs)	$124,940 grant-date fair value	Full-value awards vest on earlier of one year or next annual meeting; if deferred, DSUs vest on same schedule; distributed per Director Plan elections -.
Non-qualified stock options	$124,936 grant-date fair value	Exercise price = last reported sales price on grant date; vest on earlier of one year or next annual meeting; 10-year term; accelerated vesting on change in control .
Next scheduled annual grant	—	May 7, 2025 (date of 2025 annual meeting) .

IDEXX director equity is time-based (no performance metrics). Directors can defer cash and full-value equity into DSUs; distributions per plan elections; unvested DSUs vest on death/disability or change in control -.

Other Directorships & Interlocks

Current public company boards: Ciena Corporation (since Aug 2006) .
Compensation interlocks: None. IDEXX disclosed no Compensation & Talent Committee interlocks or insider participation in 2024 .
Related-party exposure: IDEXX disclosed one related-person transaction since Jan 1, 2024 unrelated to Claflin; no transactions disclosed involving him .

Expertise & Qualifications

Core competencies: Executive leadership, corporate strategy, financial acumen, operations, international business, digital/technology, corporate finance, risk oversight .
International/digital credentials: Established a China JV while CEO of 3Com; lived/worked in Hong Kong and Tokyo at IBM leading Asia/South Pacific .
Education: BA, Political Science, Pennsylvania State University .

Equity Ownership

Item	Quantity	Details
Shares owned	1,721	Includes 1,560 shares held by the Claflin Family Trust (spouse trustee); beneficial ownership disclaimed for trust shares .
Options exercisable & RSUs vesting within 60 days	7,792	As of March 8, 2025 .
Total beneficially owned	9,513	<1% of outstanding .
Fully vested DSUs	3,153	As of March 8, 2025 (vested DSUs counted for ownership guidelines) .
Options outstanding (all)	7,792	As of Dec 31, 2024 .
RSUs outstanding	0	As of Dec 31, 2024 .
Ownership guidelines	Target = 6× annual retainer; all non-employee directors complied as of Dec 31, 2024 .
Hedging/pledging	Prohibited by policy; directors may not hedge or pledge IDEXX stock .

Governance Assessment

Board effectiveness and engagement: Consistent committee service (Audit; Compensation & Talent) and prior Governance Chair role signal active governance engagement; attendance met IDEXX thresholds .
Independence and conflicts: Independent under Nasdaq; no disclosed related-party transactions; anti-hedging/pledging and ownership guidelines align incentives .
Pay alignment: Balanced mix of fixed retainer and equity ($250k target equity split between full-value awards and options), with no meeting fees and time-based vesting promoting long-term alignment without short-term performance distortions - .
Potential red flags: None disclosed specific to Claflin. Compensation Committee interlocks absent; overboarding policy in place and compliance affirmed; shares in family trust disclosed with beneficial ownership disclaimer .

Overall signal: Claflin’s governance profile (independence, robust tech/operations experience, long-tenured outside board at Ciena, and prior governance chairing) supports investor confidence with low apparent conflict risk and clear alignment mechanisms via equity and ownership guidelines -.