Sharon Underberg
Executive Vice President, General Counsel and Corporate Secretary at 
IDEXX LABORATORIES INC /DE
IDEXX LABORATORIES INC /DEExecutive
About Sharon Underberg
Executive Vice President, General Counsel and Corporate Secretary of IDEXX since February 2022; previously Senior Vice President (Jan 2021–Feb 2022) and Corporate Vice President (Mar 2019–Jan 2021). She leads IDEXX’s global legal, compliance, corporate governance, and Corporate Secretary functions. Age: 63. Education: B.A. in Political Science (Brandeis University) and J.D. (University of Pennsylvania School of Law). Joined IDEXX in February 2019 following nearly 30 years at Eastman Kodak, including service as General Counsel, Secretary and Senior Vice President (2015–2019).
Company performance context during her tenure (selected KPIs):
- Net income ($MM): 2020 $581.8; 2021 $744.8; 2022 $679.1; 2023 $845.0; 2024 $887.9. Organic revenue growth: 2020 12%; 2021 16%; 2022 7%; 2023 9%; 2024 6%. IDEXX TSR (value of $100): 2020 $191.43; 2021 $252.16; 2022 $156.23; 2023 $212.56; 2024 $158.33.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDEXX Laboratories | EVP, General Counsel & Corporate Secretary | Feb 2022–present | Leads global legal, compliance, corporate governance and Corporate Secretary functions. |
| IDEXX Laboratories | SVP, General Counsel & Corporate Secretary | Jan 2021–Feb 2022 | Same functional leadership as GC/Secretary; expanded senior leadership scope. |
| IDEXX Laboratories | Corporate VP, General Counsel & Corporate Secretary | Mar 2019–Jan 2021 | Joined IDEXX to lead legal/compliance and corporate secretariat; executive officer since Feb 2019. |
| Eastman Kodak Company | General Counsel, Secretary & SVP | Jan 2015–Jan 2019 | Led Kodak’s legal department and corporate governance as GC/Secretary. |
| Eastman Kodak Company | Deputy General Counsel & VP, Legal | Sep 2014–Jan 2015 | Senior leadership in legal; succession to GC. |
| Eastman Kodak Company | Assistant General Counsel & VP, Legal | Jun 2006–Sep 2014 | Senior legal roles with increasing responsibility. |
| Eastman Kodak Company | Assistant Secretary | Jun 2004–Jun 2006 | Corporate governance support as Assistant Secretary. |
| Private Practice | Attorney | pre-1989 | Practiced law prior to joining Kodak. |
External Roles
No external public-company board positions disclosed in IDEXX proxy filings (2019–2025).
Fixed Compensation
2019 (year of hire) compensation detail as Named Executive Officer:
| Component | 2019 Amount |
|---|---|
| Base Salary ($) | 359,616 |
| Target Bonus (% of Base) | 60% |
| Target Bonus ($) | 226,950 |
| Actual Annual Bonus Paid ($) | 272,340 |
| Stock Awards (Grant-date fair value, $) | 499,967 |
| Option Awards (Grant-date fair value, $) | 499,839 |
| All Other Compensation ($) | 65,466 (includes $36,125 relocation and $20,394 tax gross-up; plus tax prep/exec physicals/insurance premiums) |
| Signing Bonus ($) | 112,000 (paid at hire Feb 2019) |
| Total ($) | 1,809,228 |
Notes:
- Employment start: February 11, 2019; appointed Corporate Vice President, General Counsel and Corporate Secretary effective March 1, 2019.
Performance Compensation
Annual Performance-Based Cash Bonus Framework
| Metric Category | Weighting | Plan Mechanics (Representative disclosure) |
|---|---|---|
| Company financial performance vs. budget (pre-determined financial metrics) | 60% | Factor combines financial and non-financial ratings; capped at 200% of target. |
| Non-financial performance goals and individual performance | 40% | Factor combines with financial metric to determine payout; capped at 200% of target. |
- 2019 outcomes for Underberg: Actual bonus $272,340 vs. target $226,950.
Equity Awards and Vesting Practices
| Award Type | Typical Vesting | 2019 Grant Detail (Fair Value) |
|---|---|---|
| RSUs | 25% per year over 4 years (first tranche on 1st anniversary; continued employment required) | $499,967 (aggregate grant-date fair value) |
| Stock Options | 25% exercisable per year over 4 years (first tranche on 1st anniversary; continued employment required) | $499,839 (aggregate grant-date fair value) |
| PSUs (Company-wide) | Earned based on relative performance against defined financial metrics over 3-year performance period; vests on certification/3rd anniversary | Not disclosed for Underberg in 2019 (no PSU row shown) |
Change-in-control vesting:
- 2018 Plan provides 25% vesting of equity awards upon change in control (single trigger), and senior executive CIC agreements provide full acceleration for options/RSUs upon CIC followed by qualifying termination (double trigger).
Clawback:
- Amended October 2023 to comply with and exceed SEC/Nasdaq; mandatory recoupment of erroneously awarded incentive-based compensation; discretionary recovery of time-based equity and non-financial bonus portion for “Big R” restatements.
Equity Ownership & Alignment
| Date | Shares Owned | Options Exercisable & RSUs Vesting within 60 Days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Feb 28, 2020 | 353 | 1,573 | 1,926 | <1% |
Alignment policies:
- Executive stock ownership guidelines: CEO 10x salary; Executive Vice Presidents 4x; Senior Vice Presidents 1x; retention requirements until guideline met (retain ≥75% of net shares from option exercises/RSU/PSU vesting and all other shares). All NEOs were in compliance as of Dec 31, 2024.
- Anti-hedging and anti-pledging: Executives and directors prohibited from hedging, short sales, and pledging or margining IDEXX stock.
Section 16 compliance:
- No delinquent filings reported for 2024 among directors/executive officers (one correction pertained to another executive).
Employment Terms
| Term | Provision |
|---|---|
| Change-in-control (CIC) agreement | Applies to senior executives including Underberg; renews annually unless non-renewal notice; no 280G excise tax gross-ups; includes 280G cutback if beneficial after-tax. |
| CIC definition | 30%+ acquisition; board composition change; liquidation/dissolution; or corporate transaction not meeting specified continuity thresholds. |
| CIC severance (double trigger) | If terminated without “cause” or resigns for “good reason” within 2 years post-CIC: prorated target bonus for year-to-date; 2x (EVPs) base salary + average bonus (prior 3 fiscal years); continuation of welfare/savings/retirement benefits for 2 years; equity acceleration per plan and agreements. |
| Good reason | Material reduction in salary/authority/budget; relocation increasing commute >35 miles; certain breaches; for Mazelsky, Emerson, Underberg, deemed if not holding same position in surviving entity. |
| Cause | Willful failure to perform or willful illegal/gross misconduct injurious to IDEXX. |
| Equity vesting on CIC | 25% single-trigger vesting under 2018 Plan; full acceleration may occur for senior executives upon CIC plus qualifying termination. |
| Restrictive covenants | Confidential Information, Work Product and Restrictive Covenant Agreements with senior executives (non-compete, non-solicit, confidentiality, invention assignment). |
| Non-compete term (historical disclosure) | Two-year non-compete/non-solicit post-termination for executives (historical framework). |
Investment Implications
- Pay-for-performance alignment: Underberg’s 2019 pay mix was heavily equity-based (over $1.0M in RSUs/options), with annual bonus outcomes tied to company performance; clawback and no-hedging/pledging policies reinforce shareholder alignment.
- Retention risk moderate: Standard EVP CIC protections (2x cash + benefits) and double-trigger equity acceleration reduce change-in-control uncertainty; annual renewals and deemed “good reason” if role changes post-CIC add security.
- Insider selling pressure: Required retention until stock ownership guideline is met (4x salary for EVPs) and anti-hedging/anti-pledging rules mitigate forced selling; no specific Form 4 selling pressure indicators disclosed in proxy; Section 16 filings timely.
- Governance quality: Robust clawback, no tax gross-ups for CIC, and prohibition on option repricing suggest conservative compensation governance, limiting shareholder-unfriendly practices.