Karen Peacock
IDEXX LABORATORIES INC /DEAbout Karen Peacock
Karen Peacock was elected an independent Class I director of IDEXX Laboratories effective October 6, 2025; she serves on the Compensation and Talent Committee and the Finance Committee . She is the former CEO of Intercom (AI-enabled customer service platform) and previously spent ~14 years at Intuit, including as SVP of the Small Business division; she holds a BA from Harvard and an MBA from Stanford GSB . IDEXX’s Board determined she is independent, and her director compensation follows the standard non‑employee director program with initial awards prorated in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercom, Inc. | Chief Executive Officer | Not disclosed | Led AI-driven customer service platform; B2B/SaaS and AI operating experience |
| Intuit Inc. | Senior Vice President, Small Business division; senior management roles | Approximately 14 years | Scaled SaaS products and go-to-market in SMB; deep product and customer engagement background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dropbox, Inc. | Lead Independent Director | Current | Governance leadership; board oversight at a global collaboration platform |
Board Governance
| Attribute | Detail |
|---|---|
| IDEXX Board Class | Class I Director; Board increased to 11 members upon her election |
| Independence | Independent under Nasdaq rules |
| Committees | Compensation and Talent Committee; Finance Committee |
| Committee scopes (overview) | Compensation & Talent: exec comp, human capital oversight, director pay, stock ownership guidelines . Finance: capital allocation, structure, M&A thresholds, liquidity oversight |
| Board/Committee meetings (context) | 2024: Board held 7 meetings; Committees held 24; each director attended ≥75% of meetings (Peacock joined in Oct-2025; her attendance not yet disclosed) |
| Executive sessions | Independent directors generally hold executive sessions at each regularly scheduled Board meeting |
Fixed Compensation
| Component | Amount/Terms | Proration | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | Q4 2025 cash fee prorated from Oct 6, 2025 | Paid quarterly; optional deferral into fully vested DSUs under Director Plan |
| Committee chair retainers | Not applicable (member, not chair) | — | Audit Chair $30k; Comp & Talent Chair $25k; Governance Chair $25k; Finance Chair $15k (for context) |
| Audit Committee member retainer | Not applicable | — | $7,500 applies only to Audit Committee members |
| Meeting fees | None | — | No per‑meeting fees |
| Non‑Exec Board Chair/Lead Director retainers | Not applicable | — | Chair $80k (equity); Lead Director $25k (cash) apply to those roles |
Performance Compensation
| Element | Grant value/terms | Vesting | Other terms |
|---|---|---|---|
| Full‑value award (RSUs or DSUs) | $125,000 target value (prorated for service from Oct 6, 2025 to 2026 annual meeting; grant to be made Dec 1, 2025) | Fully vests on earlier of one year from grant or next annual meeting | DSUs/RSUs under 2018 Plan; number of units = target value / grant date stock price (rounded) |
| Non‑qualified stock options | $125,000 value (prorated; Dec 1, 2025 grant) | Fully vests on earlier of one year from grant or next annual meeting | Exercise price = last reported sale price on grant date; 10‑year term; change‑in‑control accelerates vesting |
| Director Deferred Compensation Plan | May defer cash fees and full‑value award into DSUs; DSUs fully vest on same schedule | Distribution choices: lump sum or installments on termination/fixed date; unvested DSUs vest on death/disability or change in control | Change‑in‑control definition includes 35% voting power, board majority turnover in 12 months, or ≥40% asset sale |
| Performance metrics tied to director pay | None disclosed (director equity is time‑based; no PSUs for directors) | — | — |
Other Directorships & Interlocks
| Company | Relationship to IDEXX | Notes |
|---|---|---|
| Dropbox, Inc. | No related‑party transactions reported | Company explicitly states no related‑person transactions for Peacock since the beginning of the last fiscal year |
| Intercom (private) | None disclosed | Background relevance in AI/SaaS; no IDEXX transactions disclosed |
Expertise & Qualifications
- Deep B2B/SaaS and AI operating experience; led AI-enabled customer service platform (Intercom) .
- Scaled SMB SaaS at Intuit; senior product and customer engagement expertise .
- Current lead independent director at Dropbox; strong governance and board leadership credentials .
- Education: BA Harvard; MBA Stanford GSB .
Equity Ownership
| Item | Status |
|---|---|
| Shares/Options/DSUs held at appointment | Not disclosed in public filings; initial RSU/DSU and option grants scheduled Dec 1, 2025 with proration |
| Ownership guidelines | Target ownership equal to 6x annual cash retainer; if below, must retain ≥75% of net shares from vesting/exercise |
| Hedging/Pledging | Directors prohibited from short sales, derivatives, hedging, and pledging company stock |
Governance Assessment
- Positives: Independent status; assigned to Compensation and Talent and Finance Committees—high‑impact oversight areas; strong SaaS/AI expertise aligned with IDEXX’s diagnostics/software strategy . Director pay design is balanced cash/equity, time‑based vesting, with robust stock ownership and anti‑hedging/pledging policies supporting alignment .
- Watch items: Attendance and engagement will be visible from 2026 proxy; monitor committee contributions and any potential technology/vendor relationships for conflicts—currently none reported . Confirm compliance with ownership guidelines over time given late‑year entry and prorated grants .
No related‑party transactions for Peacock; no perquisites, tax gross‑ups, severance, or change‑of‑control cash benefits for directors disclosed; director equity features standard time‑based vesting with change‑in‑control acceleration under plan rules .