Sophie Vandebroek
IDEXX LABORATORIES INC /DEAbout Sophie V. Vandebroek
Independent director of IDEXX since July 2013 (age 63). She serves on the Governance & Corporate Responsibility Committee and the Finance Committee, bringing deep innovation, digital/cyber, and sustainability expertise from senior roles at Xerox and IBM, and academic/AI governance roles in the U.S. and Europe . The Board determined in February 2025 that all directors other than the CEO are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Business Machines (IBM) | VP, Emerging Technology Partnerships; COO, IBM Research | Aug 2018–Aug 2019; Jan 2017–Aug 2018 | Senior leadership in emerging tech partnerships and research operations |
| Xerox Corporation | CTO & Corporate VP; President, Xerox Innovation Group; Chief Engineer | 2006–2016; 2006–2016; 2002–2005 | Oversaw global research centers incl. PARC; enterprise technology leadership |
| Strategic Vision Ventures LLC | Founder & Owner | Since Feb 2021 | Innovation/strategy advisory leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolters Kluwer N.V. | Director (public company) | Since Apr 2020 | Public board service; sustainability/tech oversight experience |
| Revvity, Inc. | Director (public company) | Since Feb 2024 | Public board service |
| Flanders AI Research Program | Chair, Advisory Committee | Current | AI research governance |
| Norwegian Research Center for AI | Member, AI Innovation Board | Current | AI innovation oversight |
| MIT School of Engineering | Inaugural Visiting Scholar | 2019–2020 | Academic engagement |
| KU Leuven | Honorary Professor | Appointed 2021 | Academic recognition |
Board Governance
- Committee assignments: Member, Governance & Corporate Responsibility; Member, Finance. Not a committee chair .
- Independence and structure: Independent; Board is fully independent except CEO; independent Non‑Executive Board Chair; independent Audit, Compensation & Talent, and Governance & Corporate Responsibility Committees .
- Attendance: Board held 7 meetings and committees held 24 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Tenure and refreshment: Director since 2013; Board refreshment guided by retirement at next annual meeting after age 75 and annual skills review .
- Executive sessions: Independent director executive sessions generally at each regularly scheduled Board meeting .
- Policies strengthening investor alignment: Prohibition on pledging/hedging/short sales; robust clawback policy; strong stock ownership/retention guidelines .
- Board classification: IDEXX has a classified board; a 2025 shareholder proposal asked to declassify; Board made no recommendation (advisory only) .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 90,000 | 124,940 | 124,936 | 339,876 |
Notes: Non‑employee director program provides: annual cash retainer $90,000; no meeting fees; Committee chair retainers (not applicable to Dr. Vandebroek); Audit Committee member retainer $7,500; annual equity target $125,000 RSUs/DSUs + $125,000 options (plus additional $80,000 equity only for the independent Board Chair) .
Performance Compensation (Director Equity)
| Item | Terms |
|---|---|
| Full‑value awards (RSUs/DSUs) | Granted annually at the annual meeting; vest fully on the earlier of one year from grant or next annual meeting; RSUs under 2018 Plan; DSUs under Director Plan . |
| Non‑qualified stock options | Exercise price = last reported sale price on grant date; vest fully on earlier of one year from grant or next annual meeting; expire immediately prior to 10th anniversary; change‑in‑control acceleration per plan . |
| Grant timing | Most recent grant date May 6, 2024; next scheduled grant date May 7, 2025 (date of 2025 Annual Meeting) . |
| Post‑retirement provisions (directors) | No post‑retirement vesting; options exercisable for 2 years (pre‑2022 grants) or 3 years (2022+ grants) following retirement if ≥5 years of Board service; 10‑year outside expiry applies . |
Performance metrics tied to director equity: None (director RSUs/DSUs and options are time‑based, not tied to financial/ESG performance metrics) .
Outstanding director equity at 12/31/2024: RSUs 262; Stock options 4,201 (awarded over time; see program above) .
Other Directorships & Interlocks
- Current public boards: Wolters Kluwer N.V. (since 2020); Revvity, Inc. (since 2024) .
- Compensation committee interlocks/insider participation at IDEXX in 2024: None .
Expertise & Qualifications
- Innovation & R&D leadership (IBM, Xerox); digital and cybersecurity program oversight; sustainability governance; executive leadership, corporate strategy, and risk oversight skills .
- Education: BS Engineering (KU Leuven); MS Electromechanical Engineering (KU Leuven); PhD Electrical Engineering (Cornell); IEEE Fellow; honorary Professor, KU Leuven (2021) .
Equity Ownership
| Holder | Shares Owned | Detail | DSUs (vested) | Total Shares+DSUs |
|---|---|---|---|---|
| Sophie V. Vandebroek | 8,430 | Includes 8,173 shares held by the Sophie Vandebroek Revocable Trust | 4,389 | 12,819 |
- Director stock ownership guidelines: Target holdings equal to 6x the annual cash retainer; compliance can be met via shares and vested DSUs; all non‑employee directors complied as of Dec 31, 2024 .
- Anti‑hedging and anti‑pledging: Directors are prohibited from short sales, derivatives/hedging, and pledging IDEXX stock .
Insider Trades (last 18 months)
| Date (Period) | Form | Transaction | Shares | Price ($) | Notes/Link |
|---|---|---|---|---|---|
| May 9, 2025 | Form 4 | Director equity activity (options/awards) | — | — | SEC filing index (period 2025‑05‑09) |
| May 6, 2025 | Form 4 | Annual director equity grant (per program timing) | — | — | SEC filing index (period 2025‑05‑06) |
| Nov 27, 2024 | Form 4 | Sale | 344 | 420.435 | SEC XML filing |
| Mar 5, 2024 | Form 4 | Option exercise and sale | 1,404 (both) | Exercise $245.79; Sale $562.98 | SEC index and XML |
Note: Company maintains a strict insider trading policy and blackout procedures; directors are prohibited from trading while in possession of MNPI and from hedging or pledging IDEXX securities .
Governance Assessment
- Strengths for investor confidence: Independent director with 12+ years of service; active on Governance & Corporate Responsibility and Finance committees; strong attendance culture (≥75% for all directors in 2024) and independent Board leadership; robust anti‑hedging/pledging and clawback policies; directors meet ownership guidelines .
- Alignment and incentives: Director pay mix emphasizes equity (annual RSUs/DSUs plus options) with one‑year vesting aligned to annual election cadence; vested DSUs counted toward ownership guidelines; no perquisites or retirement benefits for independent directors .
- Conflicts/related‑party exposure: No related‑person transactions disclosed involving Dr. Vandebroek; compensation committee interlocks absent in 2024; pledging/hedging prohibited .
- Considerations: Board remains classified; a 2025 shareholder proposal to declassify was presented (Board took no position), which some investors view as a governance modernization opportunity .