Martin Smith
IDEXX LABORATORIES INC /DEAbout Martin Smith
Martin Smith, PhD, is Executive Vice President, Global Operations and R&D at IDEXX, a role he assumed in January 2025 after serving as EVP and Chief Technology Officer since August 2021; he is 57 years old . He holds a BS in Biological Sciences (University of Essex), an MS in Biotechnology (Reading University), and a PhD in Cell Biology (University College London), and is the holder of multiple U.S.-issued patents in separations science . During 2024, IDEXX delivered 6% organic revenue growth and 12% comparable EPS growth, with comparable operating margin improvements, supporting pay-for-performance alignment in the executive program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IDEXX Laboratories | EVP & Chief Technology Officer | Aug 2021 – Dec 2024 | Senior technology leadership; various leadership positions with increasing responsibilities |
| Cytiva (Danaher) | Vice President & Chief Technology Officer | Aug 2020 – Jul 2021 | Technology leadership as CTO |
| Pall Corporation (Danaher) | Chief Technology Officer; prior leadership roles | Sep 2014 – Aug 2020 (CTO); 2006 – 2020 (various) | Technology leadership as CTO; held various leadership positions |
| Whatman plc (now GE Healthcare division) | VP R&D; VP Marketing/Business Development | 1997 – 2005 | Senior functional leadership roles |
External Roles
No public company directorships or external board roles disclosed for Dr. Smith.
Fixed Compensation
| Component (FY 2024) | Value |
|---|---|
| Base Salary ($) | $580,000 |
| Target Bonus (% of Base) | 75% |
| Target Bonus ($) | $435,000 |
| Actual Bonus Paid ($) | $421,950 |
Performance Compensation
2024 Long-Term Incentive Mix (Other NEOs, including EVP level)
| Instrument | Share of LTI Value | Vesting |
|---|---|---|
| Stock Options | 50% | Equal annual installments over 4 years |
| PSUs | 25% | Three-year performance period; cliff vest post certification |
| RSUs | 25% | Equal annual installments over 4 years |
PSU Performance Metrics (2024 grants; three-year period)
| Metric | Weighting | Threshold Payout | Target Payout | Maximum Payout |
|---|---|---|---|---|
| Average annual organic revenue growth | 50% | 20% | 100% | 200% |
| Average annual comparable operating profit growth | 50% | 20% | 100% | 200% |
Targets for these metrics are set against IDEXX’s long-term plan; actual attainment and payouts will be disclosed at the end of the 3-year performance period .
Outstanding Equity Awards (as of Dec 31, 2024) – Grant and Vesting Detail
| Award Type | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Options – Exercisable (#) | 534 | 2,620 | 1,380 | — |
| Options – Unexercisable (#) | 178 | 2,620 | 4,137 | 5,585 |
| Option Exercise Price ($) | 676.90 | 505.53 | 497.43 | 560.56 |
| Option Expiration | 08/31/2031 | 02/13/2032 | 02/07/2033 | 02/13/2034 |
| RSUs – Unvested (#) | 18 | 593; plus 296 (additional 2022 RSUs) | 565 | 1,204 |
| PSUs – Target Unvested (#) | — | — | — | 1,204 (assumed at target; 0–200% payout range) |
| Vesting Schedule | Options/RSUs: 4 equal annual installments starting 1st anniversary; PSUs: 3-year cliff post certification |
2024 Realized and Activity
| Item (FY 2024) | Value |
|---|---|
| Shares acquired on vesting (RSUs) | 355 |
| Value realized on vesting ($) | $197,573 |
| Shares withheld for taxes on vesting (#) | 113 |
| Options exercised | None |
Equity Ownership & Alignment
| Ownership (as of Mar 8, 2025) | Shares | Options Exercisable & RSUs Vesting (≤60 days) | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Martin Smith, PhD | 1,392 | 8,620 | 10,012 | <1% |
- DSUs: None disclosed for Dr. Smith .
- Executive stock ownership guideline: Executive Vice Presidents required to hold shares equal to 4x base salary; until compliant, must retain at least 75% of shares from option exercises/RSU/PSU settlements and all other shares held .
- Compliance status: All NEOs were in compliance as of December 31, 2024 .
- Anti-hedging and anti-pledging: Hedging, short sales, and pledging of IDEXX stock are prohibited for officers and Directors .
- Equity award governance: Minimum one-year vesting; no option backdating or repricing; no dividends on unvested awards; robust clawback exceeding Nasdaq/SEC (covers incentive comp, time-based equity, and non-financial bonus elements upon restatement) .
Employment Terms
| Term | Key Disclosure |
|---|---|
| IDEXX Tenure | Joined Aug 2021 (EVP & CTO); EVP, Global Operations & R&D since Jan 2025 |
| Non-compete / non-solicit | Senior executives (including NEOs) are party to Confidential Information, Work Product and Restrictive Covenant Agreements (non-competition, non-solicitation, confidentiality, invention assignment) |
| Severance (no change-in-control) | Other NEOs (including Dr. Smith) are not entitled to severance benefits for involuntary termination outside of change-in-control; only standard 3-month post-termination option exercisability applies |
| Change-in-Control structure | Double trigger; upon CoC + qualifying termination: 2x (salary + average bonus of prior 3 years), pro-rated target bonus, 2 years of benefits continuation, up to $25k outplacement; equity acceleration per award terms |
| CoC accelerated vesting | Time-based awards: 25% vest at CoC; 100% vest if qualifying termination within 2 years; PSUs: 25% of target vests at CoC; 100% of target vests upon qualifying termination, or 100% vests if awards are not assumed by successor |
Change-in-Control Economics (Illustrative as of Dec 31, 2024)
| Component | Amount ($) |
|---|---|
| Salary | 1,160,000 |
| Multiple of average bonus | 914,912 |
| Pro-rated bonus | 435,000 |
| Benefits | 49,023 |
| Outplacement | 25,000 |
| Accelerated vesting of equity | 1,604,147 |
| Total | 4,188,082 |
Performance & Track Record
- Role evolution: Elevated from CTO to EVP, Global Operations & R&D, reflecting expanded operational and R&D leadership scope .
- Realized equity in 2024: 355 RSUs vested; no option exercises, suggesting limited realized cash flow from equity and modest near-term selling pressure from option exercises .
- Company execution backdrop (2024): 6% organic revenue growth and 12% comparable EPS growth, alongside innovation launches; PSU metrics are calibrated to multi-year organic revenue and comparable operating profit growth .
Investment Implications
- Alignment: Smith’s compensation emphasizes at-risk LTI with PSUs tied 50/50 to multi-year organic revenue and comparable operating profit growth, reinforcing pay-for-performance; ownership guidelines and anti-pledging/hedging policies strengthen alignment with shareholders .
- Vesting and selling pressure: RSUs/Options vest over four years; PSUs are three-year cliff. 2024 activity shows RSU vesting but no option exercises, implying manageable near-term supply; option expirations extend to 2031–2034 .
- Retention and transition risk: No severance outside change-in-control for other NEOs (including Smith) increases reliance on equity retention levers; double-trigger CoC protections (2x cash + equity acceleration) mitigate transactional uncertainty but can elevate CoC payout optics .
- Clawback and governance: A broad clawback and strict grant/vesting policies reduce risk of misaligned payouts; anti-hedging/pledging reduces red-flag risks in alignment analyses .