Lawrence Kingsley
IDEXX LABORATORIES INC /DEAbout Lawrence D. Kingsley
Independent Non-Executive Board Chair of IDEXX Laboratories since November 2019; Director since October 2016. Age 62, with prior CEO roles at Pall Corporation (2011–2015) and IDEX Corporation (2005–2011) and senior leadership positions at Danaher; BS in Industrial Engineering and Management (Clarkson University) and MBA (College of William and Mary) . Kingsley previously served as Lead Director (May 2018–Nov. 2019), underscoring board leadership continuity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pall Corporation | Chairman; Chief Executive Officer | 2011–2015 | Led global filtration/ purification business through transformation |
| IDEX Corporation | Chief Executive Officer; Chief Operating Officer | 2004–2011 (CEO 2005–2011; COO 2004–2005) | Oversaw complex operations across fluid/metering technologies |
| Danaher Corporation | Corporate VP & Group Executive; President (Industrial Controls; Motion Group) | 2001–2004 | Operational excellence and portfolio leadership |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Mirion Technologies, Inc. | Non-Executive Chair | Since Oct. 2021 | Yes |
| Polaris Industries Inc. | Director | Since Jan. 2016 | Yes |
| Berkshire Partners LLC | Advisory Director | Since 2016 | No (private firm) |
Board Governance
- Independent Non-Executive Board Chair; member of Compensation & Talent and Governance & Corporate Responsibility Committees .
- Independence: Board determined all directors other than the CEO are independent; committee members meet heightened Nasdaq/SEC independence standards .
- Attendance: Board held 7 meetings and committees held 24 in 2024; each director attended at least 75% of meetings of the Board and committees on which they served .
- Executive sessions: Independent director executive sessions generally at each regularly scheduled Board meeting .
- Chair responsibilities: Leads Board/stockholder meetings, sets agendas with CEO, serves as liaison to CEO, coordinates strategy oversight and succession planning .
| Assignment | Status |
|---|---|
| Board Chair | Independent Non-Executive Board Chair |
| Compensation & Talent Committee | Member |
| Governance & Corporate Responsibility Committee | Member |
| Lead Director (past) | May 2018–Nov. 2019 |
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 90,000 | Standard non-employee director cash retainer |
| Non-Executive Board Chair cash retainer | 80,000 | Additional chair cash retainer |
| Total cash fees earned | 170,000 | Disclosed for Kingsley in 2024 |
| Full-value equity award (RSUs/DSUs) | 165,000 | $125,000 standard + $40,000 additional for Board Chair |
| Stock option award | 165,000 | $125,000 standard + $40,000 additional for Board Chair |
| Meeting fees | 0 | No meeting fees paid |
| Total reported compensation | 499,937 | Sum of cash, stock awards, option awards |
Key terms:
- RSUs/DSUs vest on the earlier of one year from grant or next annual meeting; Directors may defer RSU portion into DSUs under the Director Plan .
- Options vest on the same schedule; 10-year term; exercise price = grant date market price; change-in-control acceleration per equity plan .
Performance Compensation
- No performance-based metrics apply to non-employee director compensation (awards are time-based RSUs/DSUs and options with standard vesting) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Polaris Industries Inc.; Mirion Technologies, Inc. (Non-Executive Chair) |
| Former public company boards | Rockwell Automation, Cooper Industries, Pall Corporation, IDEX Corporation (among others) |
| Compensation Committee interlocks | None; no insider participation in 2024 |
| Overboarding policy compliance | Compliant (policy limits ≤3 other public boards; Kingsley holds 2) |
Expertise & Qualifications
- Executive leadership, corporate strategy, operations; strong international business and financial acumen developed across CEO roles and multi-industry portfolio leadership .
- Skills matrix identifies coverage across core competencies, operations, corporate finance, and related disciplines at the board level .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares owned | 7,885 | As of March 8, 2025 |
| Options exercisable and RSUs vesting ≤60 days | 15,133 | Combined disclosure category |
| Total beneficially owned shares | 23,018 | <1% of outstanding |
| Vested DSUs | 2,738 | As of March 8, 2025 |
| RSUs outstanding (Dec. 31, 2024) | 346 | Outstanding RSUs count |
| Ownership guideline | 6x annual cash retainer | Applies to all non-employee directors |
| Guideline compliance | All directors complied as of Dec. 31, 2024 | Company-wide statement |
| Anti-pledging/hedging | Prohibited for directors | Policy bans hedging, short sales, pledging |
Governance Assessment
- Strengths: Independent chair with deep operating experience; clear separation of Chair/CEO roles affirmed in annual leadership structure assessment; robust committee independence and executive sessions enhance oversight .
- Alignment: Significant equity-based annual grants, stock ownership guidelines, and anti-pledging/hedging policies support shareholder alignment; Kingsley’s cash/equity mix includes additional Chair equity, consistent with added responsibilities .
- Conflicts/related-party: No Kingsley-specific related person transactions disclosed; company policy requires Audit Committee approval for related-person transactions >$120k; only disclosed related-person transaction in 2024 involved an executive’s family member employment, not a director .
- Engagement/attendance: Board and committee cadence high; directors met attendance expectations; independent director executive sessions signal healthy governance culture .
- Governance enhancements: Board recommended removal of supermajority voting, and adoption of officer exculpation per Delaware law; continued shareholder engagement on governance topics .
RED FLAGS
- None identified for Kingsley: no pledging/hedging permitted; no disclosed related-party transactions; compliant with overboarding limits .