Irene Chang Britt
IDEXX LABORATORIES INC /DEAbout Irene Chang Britt
Independent director at IDEXX since July 2023; age 62. Former President/Divisional CEO at Pepperidge Farm (Campbell Soup) with deep human capital, operations, and corporate strategy expertise; prior senior roles at Kraft Foods. Education: BA in Anthropology (University of Toronto) and MBA (University of Western Ontario). Committees: Audit member; Compensation and Talent Committee Chair (since May 2024). Current public boards: First Watch Restaurant Group (since Jul. 2023) and Victoria’s Secret & Co. (since Aug. 2021). Former public boards include Brighthouse Financial, TerraVia Holdings, Tailored Brands, Dunkin’ Brands, and Sunoco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Soup Company | President/Divisional CEO, Pepperidge Farm Ltd.; SVP, Global Baking & Snacking; SVP & Chief Strategy Officer; President, Foodservice NA; VP & GM, Sauces & Beverages | 2005–2015 (various roles) | Human capital, operations, corporate strategy; executive leadership and risk oversight |
| Kraft Foods, Inc. | SVP & GM, Salted Snacks; VP, Snacks; VP & Leader, Biscuits & Snacks, Canada | 2000–2005 | Operations, manufacturing, supply chain, commercial execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Watch Restaurant Group, Inc. | Director | Since Jul. 2023 | Not disclosed; noted experience chairing human capital/compensation committees at other boards |
| Victoria’s Secret & Co. | Director | Since Aug. 2021 | Not disclosed |
| Brighthouse Financial, Inc. | Director | Aug. 2017–Aug. 2023 | Not disclosed |
| TerraVia Holdings, Inc. | Director | Mar. 2016–2018 | Not disclosed |
| Tailored Brands, Inc. | Director | Dec. 2015–Dec. 2020 | Not disclosed |
| Dunkin’ Brands Group, Inc. | Director | May 2014–Dec. 2020 | Not disclosed |
| Sunoco, Inc. | Director | Nov. 2011–Oct. 2012 | Not disclosed |
Board Governance
- Independence: Classified as an independent director; IDEXX’s Audit, Compensation & Talent, and Governance & Corporate Responsibility Committees are fully independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Compensation & Talent Committee Chair since May 2024 .
- Committee activity levels: Audit Committee held 9 meetings in 2024; Compensation & Talent Committee held 6 meetings in 2024 .
- Attendance: Board held 7 meetings and committees 24 meetings in 2024; each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting .
- Overboarding policy: Directors limited to ≤3 other public boards; audit committee limits apply; Governance Committee monitors compliance—each director complied .
- Executive sessions: Independent directors generally hold executive sessions at each regularly scheduled Board meeting .
- Board leadership: Independent Non-Executive Board Chair: Lawrence D. Kingsley; annual assessment affirmed separation of Chair/CEO in Feb 2025 .
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $113,777 | |
| Annual Director Cash Retainer (program rate) | $90,000 | |
| Compensation & Talent Committee Chair Retainer (program rate) | $25,000 | |
| Audit Committee Member Retainer (program rate) | $7,500 (paid to all members except Chair) | |
| Meeting fees | None | |
| Lead Director Retainer (if applicable) | $25,000 (not applicable to Britt) | |
| Non-Executive Board Chair Retainer (not applicable) | $80,000 |
Notes:
- Cash retainers are paid prospectively in quarterly installments; directors may defer cash in DSUs under the Director Plan .
Performance Compensation
| Equity Award Type | Grant Date | Grant Value (Fair Value) | Vesting | Key Terms |
|---|---|---|---|---|
| Full-value award (RSU or DSU) | May 6, 2024 | $124,940 | Fully vests on the earlier of one year from grant or next Annual Meeting | RSUs under 2018 Plan; DSUs under Director Plan; next scheduled grant May 7, 2025 |
| Non-qualified stock options | May 6, 2024 | $124,936 | Fully vests on the earlier of one year from grant or next Annual Meeting | Exercise price = last reported sale price on grant date; 10-year expiration; change-in-control accelerated vesting under 2018 Plan |
Performance metrics:
- None. Non-employee director awards vest on time-based schedules; no performance metrics are disclosed or applied for director equity .
Other Directorships & Interlocks
- Compensation & Talent Committee: Members were Britt (Chair), Claflin, Kingsley, Samad; Szostak served during 2024 before May. No compensation committee interlocks or insider participation in 2024 .
Expertise & Qualifications
- Human capital management and executive compensation; operations and supply chain management; corporate strategy in consumer goods; plus executive leadership, financial acumen, governance, innovation/R&D, international business, digital, corporate finance, and risk oversight; BA and MBA credentials .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Shares owned | 208 | |
| Options exercisable and RSUs vesting within 60 days (Mar 8, 2025) | 1,102 | |
| Total beneficial shares (shares + near-term options/RSUs) | 1,310 | |
| % of common stock outstanding | <1% | |
| Fully vested DSUs (as of Mar 8, 2025) | 0 | |
| DSUs accumulated in deferral account (all years of service) | 262 |
Ownership alignment and guidelines:
- Director stock ownership guideline: target equal to 6× annual retainer; Directors below target must retain 75% of net shares from option exercises/RSU/DSU vesting until compliant; company states all non-employee directors complied as of Dec 31, 2024 either by satisfying/exceeding target or meeting retention requirements .
Governance Assessment
- Strengths: Independent director with deep human capital/compensation expertise; Chairs Compensation & Talent Committee and oversees executive pay philosophy, stock ownership guidelines, clawback policy, and risk reviews; strong committee engagement (9 Audit, 6 Comp meetings in 2024), and at least 75% attendance with Annual Meeting participation . Board prohibits pledging/hedging; maintains robust ownership guidelines and clawback exceeding SEC/Nasdaq requirements, supporting investor alignment .
- Compensation mix: 2024 compensation emphasized equity ($249,876 in RSU/option grant-date value) alongside cash fees ($113,777), aligning director incentives with shareholder value; annual grants vest on a one-year cycle, with options expiring in 10 years .
- External commitments: Two current public boards (First Watch, Victoria’s Secret) within IDEXX’s overboarding limits; Governance Committee monitors compliance—each director in compliance .
- Conflicts/related parties: Audit Committee oversees related person transactions; only disclosed related-person transaction since Jan 1, 2024 concerned an executive’s adult son; no director-related transactions disclosed .
- RED FLAGS: Direct share ownership is modest (208 shares; beneficial 1,310 incl. near-term options/RSUs; 0 vested DSUs as of Mar 8, 2025), though company-wide guidelines and retention requirements mitigate alignment risk . No pledging/hedging permitted under policy . No committee interlocks or insider participation reported in 2024 .