Michael Johnson

About Michael P. Johnson

Executive Vice President and Chief Human Resources Officer (CHRO) at IDEXX since March 2022; promoted to EVP in January 2024. Age 48 (as of March 28, 2025). Bachelor’s degree in Organizational Administration from the University of Illinois. Company performance context for compensation alignment: 2024 revenue $3.9B (+6% YoY), operating profit $1.1B (+3% YoY), diluted EPS $10.67 (+6% YoY; +12% comparable), operating cash flow $929M, free cash flow $808M, ROIC 45.8%; pay-versus-performance TSR indicator for 2024 shows IDEXX value of a $100 investment at $158.33 and organic revenue growth 6% .

Past Roles

External Roles

No public company board service or external directorships disclosed for Michael Johnson .

Fixed Compensation

• Individual base salary, target bonus, and paid bonus for Michael Johnson are not disclosed (he is not listed among NEOs). IDEXX’s program design for senior executives: base salary reviewed annually by the Compensation & Talent Committee to align with competitive ranges and responsibilities .
• 2024 target mix for NEOs (context): CEO 9% base / 11% annual bonus / 80% LTI; other NEOs average 16% base / 12% annual bonus / 72% LTI; actual 2024 annual bonus paid at 97% of target for NEOs .

Performance Compensation

• LTI construction for 2024: CEO 50% stock options / 50% PSUs; senior executives (other than CEO): 50% options / 25% PSUs / 25% time-based RSUs, indicating a balanced mix of performance- and time-based equity .
• Vesting terms: options vest 25% per year over 4 years; RSUs vest annually over 4 years; PSUs are earned over a 3-year performance period (average annual organic revenue growth and average annual comparable operating profit growth; payout 20–200%) and vest on certification/third anniversary, subject to continued employment .

Equity Ownership & Alignment

• Executive stock ownership guidelines: EVPs required to own company stock equal to 4x annual base salary; until compliant, must retain at least 75% of net shares from option exercises and RSU/PSU vesting; unexercised options and unvested RSUs/PSUs do not count toward compliance (all NEOs were in compliance as of year-end 2024) .
• Anti-hedging/short-sale policy: prohibits short sales, derivatives on IDEXX stock, or hedging instruments designed to offset declines in IDEXX shares .
• Anti-pledging policy: prohibits pledging IDEXX equity as collateral or holding in margin accounts, reducing pledging-related red flags .
• Beneficial ownership: Johnson’s specific share holdings, vested/unvested equity, and options are not disclosed in the Stock Ownership tables, which report directors and NEOs only .

Employment Terms

• Change-in-control framework (company-wide for executives other than CEO): double-trigger protection. If terminated without cause or for good reason within 2 years post–change in control, executives receive: pro-rated target bonus; 2x salary plus average bonus (CEO is 3x); continuation of benefits (typically 2 years; CEO receives a lump-sum for 3 years); outplacement up to $25,000; and full acceleration of outstanding equity; at change in control, 25% immediate vesting on outstanding equity even without termination. Equity fully vests if awards aren’t assumed/substituted in a transaction .
• Non-compete/non-solicit: standard agreements bar competitive employment and employee solicitation for 2 years post-termination for executives (specific CEO terms differ) .
• Clawback: executive compensation subject to company’s amended and restated clawback policy and Nasdaq/SEC requirements; applies to deferred compensation plan as well .
• Administrative role: Michael Johnson (CHRO) signed the IDEXX Deferred Compensation Plan effective December 19, 2024, demonstrating oversight of executive compensation administration .

Investment Implications

• Alignment: Strong pay-for-performance design with 60% financial and 40% strategic goals in annual bonus, multi-year PSUs tied to organic revenue and comparable operating profit, and stringent stock ownership/retention rules. Anti-hedging/anti-pledging policies reduce misalignment and selling pressure risk .
• Retention risk: Long-dated vesting (options/RSUs over 4 years; PSUs over 3 years) and double-trigger CIC protections support executive retention; CHRO’s elevation to EVP (Jan 2024) and role as plan signatory signal strategic importance and continuity in human capital strategy .
• Trading signals: Lack of disclosed pledging and prohibition of hedging/short sales limit adverse trading optics; absence of Johnson-specific Form 4 data in proxy necessitates monitoring insider filings for future selling pressure .
• Performance context: With 2024 organic revenue growth of 6% and ROIC at 45.8%, incentives tied to growth and profitability are likely to continue paying near target, supporting stability in executive compensation outcomes and alignment with shareholders .

Note: Michael Johnson’s individual base salary, target bonus, actual bonus, and specific equity holdings are not disclosed in the 2025/2024 proxy NEO tables; analysis reflects company-wide executive policies and senior executive program design. All cited data points are from IDEXX’s filings and proxy disclosures.