Jay Hooley
IDEXX LABORATORIES INC /DEAbout Jay Hooley
A review of IDEXX’s definitive proxy statements (2024 and 2025) and director-related 8‑K filings shows no record of Jay (Joseph) Hooley serving on the IDEXX Board; he is not listed among current or past directors in these filings, and there is no 8‑K reporting his appointment. The 2025 proxy lists nine directors (e.g., Kingsley, Essig, Junius, Szostak, Chang Britt, Claflin, Samad, Vandebroek, Mazelsky), with committee rosters disclosed, and the only 2025 mid‑year board addition disclosed is Karen Peacock; none of these documents reference Hooley .
Verification of Director Status in IDEXX Filings
| Filing | Date | Director roster includes Jay Hooley? |
|---|---|---|
| DEF 14A (Proxy Statement) | Mar 28, 2025 | No |
| Committee Memberships (Proxy) | Mar 28, 2025 | No |
| DEF 14A (Proxy Statement) | Mar 27, 2024 | No |
| 8‑K (New director election: Karen Peacock) | Oct 7, 2025 | No (Peacock only) |
Implication: There is no basis in company filings to treat Jay Hooley as an IDEXX independent director; therefore, IDEXX has not disclosed any governance, compensation, ownership, attendance, or committee information about him. This absence should be considered a red flag in source validation, not a governance issue at the company level .
Past Roles
No IDEXX filing references past roles for Jay Hooley, as he is not disclosed as a director or officer of IDEXX .
External Roles
No IDEXX filing references external public company directorships or interlocks for Jay Hooley in connection with IDEXX, as he is not disclosed as a director of the company .
Board Governance
- Committee assignments and chair roles: Not applicable for Hooley; 2025 committee rosters do not include him (Audit, Compensation & Talent, Governance & Corporate Responsibility, Finance committees list other named directors) .
- Independence/attendance: Not applicable for Hooley; company reports all directors met ≥75% attendance in 2024 and lists independent status for named directors; Hooley is not among them .
- Director election/refreshment: 2025 mid‑year board change was addition of Karen Peacock; no filing indicates Hooley’s appointment .
Fixed Compensation
While there is no Hooley-specific disclosure, IDEXX’s current non‑employee director compensation framework (applies to all non‑employee directors, and was referenced for new appointments in 2025) is as follows:
| Compensation Element | Amount/Terms |
|---|---|
| Annual Cash 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 (non‑Chair) | $7,500 |
| Non‑Executive Board Chair Retainer | $80,000 (cash/equity split described below) |
| Equity – Full-Value Award (RSUs/DSUs) | $125,000 target value; prorated for mid‑year appointees |
| Equity – Stock Options | $125,000 grant-date value (Black‑Scholes) |
| Additional Equity for Non‑Exec Chair | $40,000 RSUs/DSUs + $40,000 options |
| Stock Ownership Guideline | 6× annual retainer; retention requirements apply until met |
Newly appointed directors receive the same program; 2025 8‑K for Karen Peacock confirms compensation aligned to this framework with pro‑rata grants .
Performance Compensation
Directors do not receive performance-based cash bonuses at IDEXX; equity awards for non‑employee directors are time‑based with one‑year vesting or vesting at the next annual meeting:
| Equity Feature | Term |
|---|---|
| RSUs/DSUs vesting | Fully vest on earlier of one year from grant or next annual meeting |
| Stock options | Exercise price = grant‑date market price; vest on earlier of one year or next annual meeting; 10‑year term; change‑in‑control acceleration per plan |
| Deferrals | Directors may defer cash fees and the full‑value award into DSUs under the Director Plan |
No director performance metrics (e.g., TSR, revenue/EBITDA goals) are used for non‑employee director pay as disclosed; such metrics apply to executive PSU programs, not directors .
Other Directorships & Interlocks
No IDEXX filing lists Jay Hooley as an IDEXX director or references any interlocks involving him in the context of IDEXX .
Expertise & Qualifications
No IDEXX filing provides an IDEXX‑related biography or skills matrix entry for Jay Hooley, as he is not disclosed as a director –.
Equity Ownership
- Beneficial ownership tables for directors and officers (as of March 8, 2025) do not include Jay Hooley; he is not listed among named directors/officers in these tables .
Governance Assessment
- Source validation red flag: There is no evidence in IDEXX’s 2024–2025 proxy statements or director‑related 8‑Ks that Jay Hooley is or was an IDEXX director; therefore, there are no IDEXX‑provided disclosures on committee service, independence, attendance, compensation, or ownership for him. Investors should reconcile the subject identity and company before incorporating any director‑level governance insights into the thesis .
- Company-level governance note: IDEXX maintains independent key committees, an independent Non‑Executive Chair, robust ownership/anti‑hedging/anti‑pledging policies, and full disclosure of director pay and stock ownership guidelines, which generally support board effectiveness and alignment—none of which, however, pertains to a Hooley profile at IDEXX given his absence from the board roster .