Carl Christenson
IDEX CORP /DE/About Carl R. Christenson
Independent director of IDEX Corporation; age 65 with approximately 5.8 years of board tenure as of the 2025 proxy, and designated an “Audit Committee Financial Expert.” Former CEO and Chairman of Altra Industrial Motion Corp. (2009–2014 President & CEO; 2014–Mar 2023 CEO & Chairman); earlier leadership roles at Kaydon Bearings, TB Wood’s, and The Torrington Company. Education: B.S. and M.S. in Mechanical Engineering (University of Massachusetts) and MBA (Rensselaer Polytechnic Institute). The Board affirms his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altra Industrial Motion Corp. | President & COO | Jan 2005–Dec 2008 | Led operations; foundation for later CEO role |
| Altra Industrial Motion Corp. | President & CEO | Jan 2009–Apr 2014 | Led public industrial company; M&A execution |
| Altra Industrial Motion Corp. | CEO & Chairman | Apr 2014–Mar 2023 | Strategic acquisitions; global operations leadership |
| Kaydon Bearings (Kaydon Corp.) | President | 2001–2005 | Engineered bearings leadership |
| TB Wood’s Incorporated | Management roles | Prior to 2001 | Industrial management experience |
| The Torrington Company (Ingersoll Rand) | Various positions | Prior to TB Wood’s | Industrial/manufacturing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Samuel, Son & Co. Ltd. | Director | Current (as of 2025 proxy) | Canadian industrial company; listed as current directorship |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member counts and other committee chairs shown below.
- Independence: Affirmed independent by the Board under NYSE standards; all standing committees composed entirely of independent directors in 2024.
- Attendance: Board held 8 meetings in 2024; each director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors met in executive session at every regular Board meeting (Non-Executive Chair presided).
- Compensation Committee activity: Committee held 6 meetings in 2024; retained F.W. Cook as independent advisor; no consultant conflicts identified.
| Governance Attribute | Detail |
|---|---|
| Committee Memberships | Compensation Committee (Chair) |
| Other Committees | Not listed on Audit or Nominating for Christenson |
| Board Leadership Context | Separate Non-Executive Chair (Helmkamp) and CEO roles since Oct 1, 2022 |
| Attendance | >75% of Board/committee meetings; 8 Board meetings in 2024; attended 2024 Annual Meeting |
| Independence | Independent director |
| Executive Sessions | Independent directors met at each regular meeting |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $95,000 | Standard for non-management directors |
| Committee Chair Retainer (Compensation) | $15,000 | As Compensation Committee Chair |
| Annual Equity Grant (RSUs) | $165,000 | 100% RSUs; annual grant value |
| 2024 Actual – Fees Earned or Paid in Cash | $110,000 | Base retainer + chair retainer |
| 2024 Actual – Stock Awards (grant-date fair value) | $165,000 | RSUs per director policy |
| 2024 Other Compensation | $10,000 | Matching gifts program |
| 2024 Total Director Compensation | $285,000 | Sum of above |
Equity grant mechanics for directors: RSUs vest at the earlier of first anniversary/next Annual Meeting timing, six years of board service, death/disability, failure to be re-elected, or change in control; directors may defer payment; RSUs eligible for dividends.
Performance Compensation
| Metric Type | Disclosure for Directors |
|---|---|
| Performance Metrics Tied to Director Pay | None disclosed; director equity awards are time-based RSUs (no performance conditions). |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Samuel, Son & Co. Ltd. | Industrial (private) | Director | Board affirmed independence after reviewing arm’s-length relationships; no Item 404 related-party transactions requiring disclosure for Compensation Committee members. |
| Altra Industrial Motion Corp. | Industrial (public historical) | CEO & Board Chair (former) | Past role; no current IDEX conflict disclosed. |
Expertise & Qualifications
- Audit Committee Financial Expert; high financial literacy as reflected in Board skills matrix.
- Deep leadership in decentralized/diversified industrials, M&A, and global manufacturing.
- Education: B.S./M.S. Mechanical Engineering (UMass); MBA (RPI).
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficial Ownership | 4,856 shares; <1% of class | As of March 13, 2025 record date |
| RSUs Outstanding (as of 12/31/2024) | 3,005 units | Includes vested RSUs subject to deferred settlement |
| Hedging/Pledging | Prohibited for directors; insider trading policy bans pledging and hedging. | |
| Director Ownership Guideline | 5x annual Board retainer; all directors compliant or subject to mandatory holding until compliant. |
RSU grant detail for Christenson:
| Grant Date | Units | Vesting Date | Deferral Election |
|---|---|---|---|
| May 12, 2021 | 665 | Per director policy; eligible for accelerated vesting events | Deferred |
| May 6, 2022 | 825 | May 6, 2025 | Not listed among those deferring in 2022 |
| May 25, 2023 | 770 | May 25, 2026 | Deferred |
| May 7, 2024 | 745 | May 7, 2025 | Deferred |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair with active oversight (6 meetings in 2024); use of independent consultant (F.W. Cook) with no conflicts; robust pay governance including clawbacks (for officers), prohibition on hedging/pledging, and strong ownership requirements; say‑on‑pay support >94% in 2023 and >91% in 2024 indicates investor confidence in compensation oversight.
- Engagement: >75% attendance and participation in executive sessions; director education and onboarding programs emphasize risk oversight and strategic topics (e.g., cybersecurity, AI).
- Alignment: Director equity via RSUs and ownership guideline (5x retainer) support long-term alignment; ability to defer RSUs maintains continued exposure to IDEX stock performance.
- Independence/Conflicts: Board’s independence review affirmed Christenson’s independence; no related-party transactions requiring disclosure for Compensation Committee members; any external organizational relationships reviewed and deemed arm’s-length.
- Red Flags: None disclosed regarding pledging/hedging, related-party transactions, attendance shortfalls, or consultant conflicts.
Implications for investors: As Compensation Committee Chair with a track record of high say‑on‑pay support and strong governance controls (ownership guidelines, hedging/pledging bans, clawbacks for officers), Christenson’s oversight is a positive signal for pay-for-performance discipline and risk management at IDEX. Board independence, engagement, and time-based director equity suggest alignment without undue performance-risk incentives for non-management directors.