Sam Samad

About Sam Samad

Sam Samad is an independent director of IDEXX Laboratories and currently Executive Vice President and Chief Financial Officer of Quest Diagnostics (since July 2022). He is 55 years old, has served on IDEXX’s board since July 2019, and brings deep financial acumen and corporate finance expertise from prior senior roles at Illumina and Cardinal Health, with earlier finance experience at Eli Lilly and PepsiCo. He holds a BBA from the American University of Beirut and an MBA from McMaster University. The board’s skills matrix highlights his strengths in financial acumen, corporate finance, and international business, and he has no other public company board seats.

Past Roles

External Roles

Board Governance

• Committees: Audit Committee member (Audit Committee Financial Expert) and Compensation & Talent Committee member; not a committee chair.
• Independence: Board determined Mr. Samad is independent under Nasdaq rules; considered Quest’s limited remote route freight services to IDEXX (IDEXX paid Quest ~$1.0M in 2022, ~$1.0M in 2023, ~$0.9M in 2024; arm’s‑length, routine, limited scope; Samad did not negotiate), concluding these transactions do not affect independence.
• Attendance: Board held 7 meetings and committees held 24 meetings in 2024; each Director attended at least 75% of Board and Committee meetings; all Directors attended the 2024 Annual Meeting.
• Board structure and leadership: Classified board; independent Non‑Executive Board Chair (Lawrence D. Kingsley); executive sessions held; robust governance practices including majority voting, proxy access, stock ownership guidelines, anti‑hedging/pledging.

Fixed Compensation

Program structure for non‑employee directors:

• Annual cash retainer: $90,000; Audit Committee Chair: $30,000; Compensation & Talent Chair: $25,000; Governance & Corporate Responsibility Chair: $25,000; Finance Chair: $15,000; Audit Committee member retainer (non‑chair): $7,500; Non‑Executive Board Chair retainer: $80,000. No meeting fees. Deferrals allowed into fully vested DSUs.
• Equity awards annually at Annual Meeting: $125,000 in full‑value awards (RSUs/DSUs) plus $125,000 in stock options. Additional $80,000 equity for Non‑Executive Board Chair.

Sam Samad – Director compensation (reported amounts):

Performance Compensation

• Director equity mechanics: Full‑value awards (RSUs/DSUs) and non‑qualified stock options vest fully on the earlier of one year from grant or next Annual Meeting; options have exercise price equal to market price on grant date, 10‑year term, and accelerated vesting upon change in control. DSUs distribute per Director Plan elections; unvested DSUs vest on death/disability or change in control. No performance metrics are applied to director equity awards.

Other Directorships & Interlocks

• Current public company boards: None.
• Compensation committee interlocks/insider participation: None in 2024.
• Overboarding policy: Directors ≤3 other public boards; Audit members ≤2 other audit committees (≤3 if retired CPA/CFO/controller or similar); CEOs of public companies ≤2 other boards; IDEXX reports all Directors in compliance.

Expertise & Qualifications

• Skills matrix: Financial Acumen; Corporate Finance; International Business.
• Biography highlights: CFO roles at Quest and Illumina; senior finance leadership at Cardinal Health; finance roles at Eli Lilly and PepsiCo; BBA and MBA degrees.
• Audit Committee Financial Expert designation.

Equity Ownership

• Beneficial ownership (as of March 8, 2025): Shares owned: —; Options exercisable and RSUs vesting within 60 days: 5,226; Total beneficial: 5,226; % of common stock outstanding: <1%.
• Vested DSUs: 1,488 (not counted for Section 13(d) beneficial ownership within 60 days but included for ownership guideline purposes).
• Director stock ownership guidelines: Target equal to 6× annual retainer; retention requirements apply until target met. IDEXX states all non‑employee Directors complied as of Dec 31, 2024.
• Anti‑hedging and anti‑pledging: Prohibits short sales, derivatives, and pledging/margin accounts for Directors and executive officers.

Governance Assessment

• Committee effectiveness: Seat on Audit and Compensation & Talent aligns with Samad’s CFO background; Audit Financial Expert designation supports oversight of financial reporting and cybersecurity risk within Audit charter.
• Independence and conflicts: Board assessed limited‑scope, arm’s‑length freight services from Quest; amounts were ~$1.0M (2022), ~$1.0M (2023), ~$0.9M (2024); Samad did not negotiate terms; independence maintained. This is a potential perceived conflict to monitor, but procedures and amounts suggest low risk.
• Attendance and engagement: Board and committee meeting cadence (7 board; 24 committees; Audit 9; Compensation 6) with at least 75% attendance indicates baseline engagement; all Directors attended the 2024 Annual Meeting.
• Ownership alignment: Samad holds options/RSUs and DSUs; IDEXX reports full compliance with director stock ownership guidelines across non‑employee directors; anti‑hedging/pledging policy enhances alignment.
• Compensation structure: Mix of cash retainer and annual equity in RSUs/DSUs and options; no meeting fees; committee member retainer modest; program reviewed by independent consultant (Farient). No performance metrics for director equity, consistent with market practice.
• RED FLAGS: None disclosed regarding related‑party transactions involving Samad beyond the Quest services reviewed; no compensation committee interlocks or insider participation; no Section 16(a) delinquency noted in the provided excerpts; anti‑hedging/pledging policies in place. Continue monitoring Quest‑IDEXX services for scope and governance.