Jonathan Mazelsky
IDEXX LABORATORIES INC /DEAbout Jonathan Mazelsky
Jonathan J. Mazelsky is President and Chief Executive Officer of IDEXX Laboratories (IDXX) and a member of the Board since October 2019; age 64; B.A. in Mathematics (University of Rochester) and MBA (Chicago Booth) . Under his leadership, IDEXX delivered 2024 revenue of $3.9B (+6% YoY) and diluted EPS of $10.67 (+6% YoY; +12% comparable), with ROIC of 45.8% and 7% CAG Diagnostics recurring revenue growth despite softer vet clinic visit trends . The company’s 2024 share price declined 26% even as fundamentals remained solid; five-year shareholder value grew to $158 from $100 invested at 2019 year-end (dividends reinvested) . IDEXX is investing in next-wave growth vectors (inVue Dx cellular analyzer, Cancer Dx panel) consistent with its long-term 15–20% EPS growth model .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IDEXX | President & CEO; interim CEO (prior) | President & CEO since Oct 2019; interim CEO Jun–Oct 2019 | Prioritized intelligent innovation, scaled commercial/operations; led launches (inVue Dx, Cancer Dx) and model execution . |
| IDEXX | EVP | 2012–2019 | Ran North American CAG commercial and innovation portfolio (VetLab, Imaging, Software, Rapid Assay, Telemedicine); drove go-to-market transformation . |
| Philips Healthcare | SVP & GM, CT, Nuclear Medicine, RTP; prior roles | 2010–2012; roles 2001–2010 | Led integrated health-tech businesses; experience in innovation and operations for complex modalities . |
| Agilent Technologies | Exec in Charge (divestiture), GM Medical Consumables | 2000–2002; 1997–2000 | Led carve-out and business unit management, strengthening M&A/execution toolkit . |
| Hewlett-Packard | Finance, marketing, business planning | 1988–1996 | Built foundational financial and strategic planning experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dentsply Sirona Inc. | Director | Since May 2023 | Current public company directorship; no IDXX committee roles by Mazelsky . |
Fixed Compensation
Multi-year CEO pay detail (reported):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | 1,000,000 | 1,000,000 | 1,121,154 |
| Non-equity incentive plan compensation (annual bonus paid) | 1,012,500 | 1,737,500 | 1,450,150 |
| All other compensation | 25,599 | 31,270 | 35,960 (incl. $17,250 401k match; tax prep/health consult/insurance) |
2024 target/actual bonus and TDC:
| Item | 2024 |
|---|---|
| 2024 base pay (approved Feb-2024) | 1,150,000 |
| Target bonus (% of base) | 130% |
| Target bonus ($) | 1,495,000 |
| Actual bonus paid | 1,450,150 |
| Target LTI grant value | 10,400,000 |
| Target total direct compensation | 13,000,150 |
Notes: 2024 “at-risk” mix is 91% for CEO (bonus + LTI) .
Performance Compensation
Annual bonus design and 2024 outcomes:
- Weighting: 60% financial factor; 40% non-financial factor; overall payout capped at 200% of target .
- 2024 payout: financial factor 81% and non-financial 120% → overall 97% of target; a step-down from 139% in 2023, aligning pay with moderated performance .
| Financial metric | Weight | 2024 achieved | 2024 target | Payout rating | Weighted contribution |
|---|---|---|---|---|---|
| Organic revenue growth | 40% | 6.4% | 8.5% | 68.2% | 27.3% |
| Operating profit ($mm) | 20% | 1,196.0 | 1,215.3 | 76.9% | 15.4% |
| Diluted EPS ($) | 20% | 11.16 | 11.19 | 95.9% | 19.2% |
| ROIC (%) | 20% | 48.9% | 49.1% | 97.8% | 19.6% |
| Financial factor | 100% | 81% |
Adjustments: operating profit, EPS and ROIC adjusted for FX, a $61.5M litigation accrual, and discrete items per the plan .
PSU framework (introduced 2024):
| PSU metric (3-year) | Weight | Threshold payout | Target payout | Max payout |
|---|---|---|---|---|
| Average annual organic revenue growth | 50% | 20% | 100% | 200% |
| Average annual comparable operating profit growth | 50% | 20% | 100% | 200% |
2024 CEO equity grants and vesting:
| Grant type | Grant date | Shares/Units | Price | Grant-date FV ($) | Vesting |
|---|---|---|---|---|---|
| Stock options | 2/14/2024 | 21,513 | 560.56 | 5,200,032 | 25% annually over 4 years; 10-year term |
| PSUs (target/threshold/max) | 2/14/2024 | 9,276 / 1,855 / 18,552 | — | 5,199,755 | 3-year performance period; cliff vest post-certification |
Equity program evolution: CEO mix shifted to 50% options / 50% PSUs in 2024 (replacing prior premium-priced options/RSUs), reinforcing long-term, performance-linked pay .
Equity Ownership & Alignment
| Ownership measure | Amount |
|---|---|
| Shares owned (direct/indirect) | 83,283 |
| Options exercisable and RSUs vesting within 60 days | 262,779 |
| Total beneficial ownership | 346,062 |
| % of shares outstanding | <1% (asterisked in proxy) |
Policies and alignment levers:
- Executive stock ownership guideline: CEO 10x base salary; retention of 75% of net shares until compliant; all NEOs in compliance as of 12/31/2024 .
- Anti-hedging and anti-pledging: hedging, short sales, and pledging prohibited for directors/executives .
- Clawback: SEC/Nasdaq-compliant and broader (covers erroneously awarded incentive comp; Board discretion to recover certain non-financial incentive forms on Big R restatements) .
- Trading/pressure context: Company notes 2024 share decline left 2021–2024 option grants “underwater” as of 12/31/2024, reducing near-term exercise-driven selling; RSUs continue to hold value; PSUs added in 2024 heighten performance linkage .
- Section 16 compliance: no delinquencies reported for 2024 (one Form 3 correction for another executive) .
Employment Terms
Key terms (Mazelsky Employment Agreement; amended and restated Aug 2024):
- Termination without cause (outside CIC period): 2 years base salary continuation; lump-sum cash equal to 2 years employer medical coverage; continued vesting of equity awards that would vest during 2 years post-termination (options exercisable 90 days after that 2-year period; RSUs/PSUs per terms) .
- Change-in-control (definitions per plan; agreements renew annually):
- Single-trigger: at CIC, 25% of unvested time-based awards vest; 25% of target PSUs vest; if successor does not assume/substitute, 100% vesting (target for PSUs) .
- Double-trigger (termination without cause/for good reason within 2 years post-CIC): cash severance of 3x (base + average bonus for prior 3 full fiscal years) for CEO; medical coverage equivalent (3 years employer portion for CEO); full vesting of equity (target for PSUs) .
- No 280G excise tax gross-ups .
Illustrative potential payouts (hypothetical as of 12/31/2024):
| Scenario | Salary | Multiple of avg bonus | Pro-rated bonus | Benefits | Outplacement | Continued vesting value | Accelerated vesting value | Total |
|---|---|---|---|---|---|---|---|---|
| Involuntary termination (no CIC) | 2,300,000 | — | — | 40,583 | — | 1,986,166 | — | 4,326,749 |
| Retirement | — | — | — | — | — | 1,701,306 | — | 1,701,306 |
| Death/Disability | — | — | — | 35,000 | — | — | 6,275,606 | 6,310,606 |
| Change in control + qualifying termination | 3,450,000 | 4,812,500 | — | 60,875 | 25,000 | — | 6,275,606 | 14,623,981 |
Restrictive covenants: executives are party to Confidential Information, Work Product and Restrictive Covenant Agreements (non-compete, non-solicit, confidentiality) .
Board Governance
- Role: Director since October 2019; no Board committees .
- Board structure: Classified board; independent Non-Executive Chair (Lawrence D. Kingsley); 89% independent directors .
- Independence: Mazelsky, as CEO, is not independent; board committees (Audit; Compensation & Talent; Governance & Corporate Responsibility; Finance) are fully independent .
- Committee memberships: Compensation & Talent Committee members include Chang Britt (Chair), Claflin, Kingsley, Samad; use of independent consultant; annual risk and independence assessments .
- Attendance and executive sessions: all directors attended ≥75% of meetings; executive sessions of independent directors generally at each regular meeting .
- Anti-pledge/hedge and stock ownership guidelines apply to directors/executives .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~94% of votes cast; strong multi-year support (~95% average over last three years); Board considers feedback in program design .
Investment Implications
- Pay-for-performance alignment: 91% of CEO’s 2024 target TDC is at-risk; shift to 50% PSUs tightened linkage to multi-year organic growth and operating profit outcomes. 2024 bonus paid at 97% of target on 81% financial factor/120% non-financial factor, reflecting moderated execution amid headwinds .
- Retention and overhang: CEO equity grants (options + PSUs) are long-dated with performance gating; outside-CIC termination benefits include two years continued vesting, supporting orderly succession. Options struck at $560.56 in 2024 and prior 2021–2024 tranches were underwater at year-end 2024, reducing near-term exercise-driven selling pressure .
- Alignment and governance quality: 10x ownership guideline (in compliance), robust clawback, hedging/pledging prohibitions, independent Chair, and fully independent committees mitigate dual-role risks (CEO + Director) and support governance quality .
- Execution risk watchlist: 2025–2027 PSU cycle raises stakes on delivering multi-year organic growth and comparable operating profit growth; monitor uptake and monetization of inVue Dx and Cancer Dx launches, and CFO transition (internal successor named) for continuity in capital allocation/controls .
Bottom line: Compensation structure is heavily performance- and equity-weighted, with mechanisms that both retain the CEO and closely align long-term pay with organic growth and profitability. Near-term insider selling pressure appears limited given underwater options at 12/31/24 and anti-pledge/hedge policies; pay outcomes should be a function of delivering on the three-year PSU metrics and scaling 2025+ innovation launches **[874716_0000874716-25-000054_idxx-20250327.htm:79]** **[874716_0000874716-25-000054_idxx-20250327.htm:96]** **[874716_0000874716-25-000054_idxx-20250327.htm:50]** **[874716_0000874716-25-000054_idxx-20250327.htm:15]**.