Corporate Governance

 

We are proud of our history of strong corporate governance practices, and we seek to maintain the highest standards of ethics while building value for all of our stakeholders.

 

Board of Directors

 

Our board of directors consists of nine members. The board has determined that all current board members, with the exception of Jonathan W. Ayers, our Chief Executive Officer, are “independent” as defined by the rules of the NASDAQ Stock Market.

The board of directors is responsible for monitoring the company’s overall performance. Among other things, the board of directors and its committees establish corporate policies; oversee compliance and ethics; review the performance of the Chief Executive Officer and other executives; review and approve certain transactions; and review the company’s long-term strategic plans.

 

Jonathan W. Ayers
Chairman, President and Chief Executive Officer
IDEXX Laboratories, Inc.

Jonathan W. Ayers

Chairman, President and Chief Executive Officer

IDEXX Laboratories, Inc.

Mr. Ayers has been Chairman of the Board, President and Chief Executive Officer of IDEXX since January 2002. Prior to joining IDEXX, Mr. Ayers held various positions at United Technologies Corporation, a provider of high-technology products and support services to customers in the aerospace and building industries worldwide, and its business unit Carrier Corporation. From 1999 to 2001, Mr. Ayers was President of Carrier Corporation, the then-largest business unit of United Technologies and the world’s largest manufacturer of commercial and residential HVAC systems and equipment and the leading producer of commercial and transport refrigeration equipment. From 1997 to 1999, Mr. Ayers was President of Carrier’s Asia Pacific Operations, and from 1995 to 1997, Mr. Ayers was Vice President, Strategic Planning at United Technologies. In his roles at United Technologies Mr. Ayers gained significant operating experience in leading a global business unit; developed management, finance and strategic planning skills; and developed experience in acquisition integration, line and international operations, and marketing and product development. Prior to joining United Technologies, from 1986 to 1995, Mr. Ayers held various positions at Morgan Stanley & Co. in mergers and acquisitions and corporate finance. Mr. Ayers worked as a strategy consultant for Bain & Company from 1983 to 1986 and was in the field sales organization of IBM’s Data Processing Division from 1978 to 1981. Mr. Ayers holds an undergraduate degree in molecular biophysics and biochemistry from Yale University and graduated from Harvard Business School in 1983. The Board of Directors values Mr. Ayers’s significant and diverse experience in many areas that are relevant to the company and its operations, including global business management, international operations, financial and strategic planning, business development, marketing, product development and technology.

 
Thomas Craig
Chairman and CEO
Shockwave International
Thomas Craig

Chairman and CEO

Shockwave International

Mr. Craig has been Chairman and CEO of Shockwave International, a firm whose mission is to work with principal investors to help package deals by combining capital, ideas, human assets and advisory services, since April 2012. Mr. Craig co-founded and was a Partner at Monitor Group, a global management consulting firm, until May 2012 when he retired after 29 years. Mr. Craig has broad international and industry experience. He has worked in over 70 countries on six continents and has led over 400 projects over the past 33 years for Fortune 500 companies and their international equivalents, startups, and at the highest levels of government. Earlier in his career, Mr. Craig served on the research faculty of the Harvard Business School. He also worked in the field of litigative economics. He has been active in delivering various executive education programs and leadership development initiatives. Mr. Craig received an A.B. from Princeton University and an M.B.A. with high distinction from Harvard Business School. The Board of Directors values Mr. Craig’s extensive experience in counseling, leadership development and entrepreneurial endeavors because it provides a unique global perspective on corporate growth strategy and human asset development, as well as his extensive experience as an IDEXX Director during an extended period of strong financial performance.

 
William T. End
Retired Executive Chairman
Cornerstone Brands, Inc.
William T. End

Retired Executive Chairman

Cornerstone Brands, Inc.

Mr. End was Chairman and Chief Executive Officer of Cornerstone Brands, Inc., a privately-held catalog retailer, from 1995 to 2001, and Executive Chairman of that company from 2001 until his retirement in 2002. In these executive roles Mr. End was responsible for all corporate functions as well as board function and activity. Prior to joining Cornerstone Brands, Mr. End held various positions at Land’s End, Inc., a publicly traded catalog retailer, from 1991 to 1995, including President and Chief Executive Officer. From 1975 to 1991, Mr. End held various positions at L.L. Bean, Inc., a privately-held catalog retailer, including Executive Vice President and Chief Marketing Officer. Mr. End has significant executive experience with a particular focus on marketing and product development. Mr. End was a director and chairman of Eddie Bauer Holdings, Inc., a catalog retailer, from 2005 to 2009, a director of New England Business Services, Inc., a business-to-business direct marketing company, from 2000 to 2003, Hannaford Bros. Co., a supermarket and grocery retailer, from 1995 to 2000, and Land’s End, Inc. from 1991 to 1995. He also has been a director of several non-public companies. In these capacities, Mr. End has developed significant experience with board function and corporate governance. Mr. End received a B.S.B.A. from Boston College and earned an M.B.A. from Harvard Business School. The Board of Directors values Mr. End’s extensive public and private company board and general management experience, particularly in the areas of sales and marketing.

 
Rebecca M. Henderson, PhD
John and Natty McArthur University Professor
Harvard Business School
Rebecca M. Henderson, PhD

John and Natty McArthur University Professor

Harvard Business School

Dr. Henderson joined Harvard Business School in July 2009 as the Senator John Heinz Professor of Environmental Management where she specializes in strategy and organizational change. In September 2011, Dr. Henderson received Harvard University’s highest faculty honor when she was named a Harvard University Professor. From 1998 to 2009, Dr. Henderson served as the Eastman Kodak Professor of Management at the Sloan School of the Massachusetts Institute of Technology. Dr. Henderson also has board oversight and corporate governance experience as a director since July 2009 of Amgen Inc., a publicly-traded human therapeutics company in the biotechnology industry, and as a director of several private company and non-profit organization boards. Dr. Henderson also has been a research fellow at the National Bureau of Economic Research since 1995. Dr. Henderson holds an undergraduate degree from the Massachusetts Institute of Technology and a Ph.D. in business economics from Harvard University. Dr. Henderson has worked with numerous Fortune 500 companies on growth strategies related to innovation. The Board of Directors values her substantial experience in corporate strategy with a focus on high-technology business.

 
Barry C. Johnson, PhD
Former Dean, College of Engineering
Villanova University
Barry C. Johnson, PhD

Former Dean, College of Engineering

Villanova University

Dr. Johnson served as Dean, College of Engineering, Villanova University, from August 2002 until his retirement in May 2006. From July 2000 to April 2002, he served as Senior Vice President and Chief Technology Officer of Honeywell International, Inc., a worldwide diversified technology and manufacturing company with sales in 2001 exceeding $23 billion. As Chief Technology Officer, Dr. Johnson was responsible for setting the strategic direction and prioritization of Honeywell’s research and development organization, which was supported by a global network of more than 15,000 engineers, scientists and researchers. Prior to Honeywell, Dr. Johnson served in several roles beginning in 1976 at Motorola, Inc., a global leader in providing integrated communications solutions, including Corporate Vice President and Chief Technology Officer for that company’s Semiconductor Product Sector. Dr. Johnson also has board oversight and corporate governance experience from his service as a director since September 2005 of Rockwell Automation, Inc., a publicly-traded global automation solutions company, and as a director since August 2003 of Cytec Industries, Inc., a publicly-traded global specialty chemicals and materials company. Dr. Johnson earned a B.M.E. (Bachelor of Mechanical Engineering) from Villanova University and holds a Ph.D. and M.S. in metallurgical engineering and materials science from Carnegie-Mellon University. He also completed a three-year advanced business administration program through Arizona State University’s College of Business Administration. The Board of Directors values Dr. Johnson’s substantial experience as a senior executive for, and director of, various technology companies and for his expertise in scientific research and product development.

 
Daniel M. Junius
President and Chief Executive Officer
ImmunoGen, Inc.
Daniel M. Junius

President and Chief Executive Officer

ImmunoGen, Inc.

Mr. Junius has served as President and Chief Executive Officer of ImmunoGen, Inc., a biotechnology company that develops targeted anticancer therapeutics, since January 2009. Prior to that, he served as President and Chief Operating Officer and Acting Chief Financial Officer of ImmunoGen from July 2008 to December 2008, as Executive Vice President and Chief Financial Officer from 2006 to July 2008, and as Senior Vice President and Chief Financial Officer from 2005 to 2006. Mr. Junius has also served as a director of ImmunoGen since November 2008. Before joining ImmunoGen, Mr. Junius was Executive Vice President and Chief Financial Officer of New England Business Service, Inc. (NEBS), a business-to-business direct marketing company, from 2002 until its acquisition by Deluxe Corporation in 2004 and Senior Vice President and Chief Financial Officer of NEBS from 1998 to 2002. Prior to NEBS, he was Vice President and Chief Financial Officer of Nashua Corporation, a manufacturer and marketer of specialty imaging paper and label products and services. He joined Nashua Corporation in 1984 and held financial management positions of increasing responsibility before becoming Chief Financial Officer of that company in 1996. Mr. Junius holds a Bachelor of Arts in Political Science from Boston College and a Masters in Management from Northwestern University’s Kellogg School of Management. The Board of Directors values Mr. Junius’s depth of executive leadership, strategic thinking and financial expertise, as well as his extensive biotechnology knowledge.

 

 

Robert J. Murray
Retired Chairman and Chief Executive Officer
New England Business Service

Robert J. Murray

Retired Chairman and Chief Executive Officer

New England Business Service

Mr. Murray served as Chairman of the Board and Chief Executive Officer of New England Business Service, Inc. (NEBS) from 1995 until his retirement in 2004. NEBS was a publicly-traded business-to-business direct marketing company and had over $500 million in sales during the last fiscal year prior to Mr. Murray’s retirement. As the Chief Executive Officer of NEBS, Mr. Murray was responsible for all aspects of the business. Mr. Murray held various executive positions at The Gillette Company from 1961 to 1995, including Executive Vice President, North Atlantic Group from 1991 to 1995, and Chairman of the Board of Management of Braun AG, a subsidiary of Gillette headquartered in Germany, from 1985 to 1990. In these positions, Mr. Murray developed substantial experience in international business operations and led all aspects of the business for these divisions. Mr. Murray has served as a director for the following public companies during the years indicated: The Hanover Insurance Group, Inc., a property and casualty insurance company (since 1996); LoJack Corporation, an automobile security system manufacturer (since 1992); Tupperware Brands Corporation, a consumer-direct seller of personal and household products (since 2004); and Delhaize Group, an international food retailer based in Belgium (from 2001 to 2012). Mr. Murray received a B.S and B.A. from Boston College and an M.B.A. from Northeastern University and he completed Harvard Business School’s Advanced Management Program. The Board of Directors values Mr. Murray’s background as a chief executive as well as a leader of a major business unit of a large multi-national corporation, and as a director of several public companies, which has provided him with extensive general management skills and experience in board function and corporate governance.

 

M. Anne Szostak
CEO and founder
Szostak Partners, LLC

M. Anne Szostak

CEO and founder

Szostak Partners, LLC

In 2004, Ms. Szostak founded Szostak Partners, an executive coaching and human resources consulting firm, for which she continues to serve as Chief Executive Officer. Before founding Szostak Partners, Ms. Szostak had a 31-year career with Fleet/Boston Financial Group (now Bank of America), a Fortune 100 publicly-traded, diversified financial services company. During her tenure at Fleet/Boston, she gained extensive operational and staff management responsibilities, including as Chairman, President and Chief Executive Officer of Fleet-Maine, Chairman and Chief Executive Officer of Fleet Bank-Rhode Island, and Corporate Executive Vice President and Chief Human Resources Officer of FleetBoston Financial Group. Ms. Szostak has substantial expertise in compensation and governance matters, and audit and investments through her 20 years of experience on various public company boards. Among them, Ms. Szostak served or has served as a director of the following public companies during the years indicated: Tupperware Brands Corporation, a consumer-direct seller of personal and household items (since 2000); Belo Corp., an owner and operator of television stations and their associated websites (from 2004 until the company’s sale in December 2013); ChoicePoint Corporation, a data aggregation company (from 2005 until the company’s sale in 2008); SFN Group, a staffing solutions provider (from 2005 until the company’s sale in 2011); and Dr Pepper Snapple Group, Inc., a beverage manufacturer, bottler and distributor (since 2008). Ms. Szostak also serves on the boards of several local, regional and national nonprofit organizations. Ms. Szostak holds an undergraduate degree from Colby College, and she has completed several executive education programs at Harvard Business School. The Board of Directors values Ms. Szostak’s significant background in management, finance and human resources, as well as her extensive public company board experience.

 

Sophie V. Vandebroek, PhD
Corporate Vice President and Chief Technology Officer
Xerox Corporation

Sophie V. Vandebroek, PhD

Corporate Vice President and Chief Technology Officer

Xerox Corporation

Dr. Vandebroek has been an executive with Xerox Corporation, the world’s leading enterprise for business process and document management, since 2002. Most recently, Dr. Vandebroek has been serving as Xerox’s Chief Technology Officer and Corporate Vice President, as well as President of the Xerox Innovation Group since 2006. She is responsible for overseeing Xerox’s research centers in Europe, Asia, Canada and the U.S., as well as the Palo Alto Research Center, for which she has served as sole director since 2008. Prior to her current positions, from 2002 to 2005, Dr. Vandebroek was Chief Engineer of Xerox and Vice President of the Xerox Engineering Center. Dr. Vandebroek is a Fellow of the Institute of Electrical & Electronics Engineers, a Fulbright Fellow and a Fellow of the Belgian-American Educational Foundation. Dr. Vandebroek was inducted into the Women in Technology International Hall of Fame and elected into the Royal Flemish Academy for Arts & Sciences. Dr. Vandebroek holds more than a dozen U.S. patents and serves on the advisory council of the Dean of Engineering at the Massachusetts Institute of Technology. Dr. Vandebroek has also served as a member of the board of directors of Analogic Corporation, a designer and manufacturer of advanced medical imaging and airport security systems, since 2008. Dr. Vandebroek holds an undergraduate degree in engineering and a master’s degree in electro-mechanical engineering from Katholieke Universiteit Leuven, Leuven, Belgium, and she holds a Ph.D. in electrical engineering from Cornell University in Ithaca, New York. The Board of Directors values her depth of knowledge and experience in technology and business processes as well as her track record of innovation and managing balanced R&D portfolios for large global enterprises.

 

 

Board Committees

The board of directors has established audit, compensation, nominating and governance, and finance committees. Each of these committees acts pursuant to a written charter approved by the board.

 

Audit Committee

 

Charter

The Audit Committee is a committee of the Board of Directors of IDEXX Laboratories, Inc. Its primary function is to assist the Board in fulfilling its oversight responsibilities for the Company’s accounting, internal control and financial reporting processes, the audit process of the Company and related party transactions.

The Company’s management is responsible for preparation, presentation and integrity of the Company’s financial statements; the appropriateness of the accounting principles and reporting policies that are used by the Company; establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); establishing and maintaining the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(f) of the Exchange Act); evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent auditors are responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements as well as expressing an opinion on (i) management’s assessment of the effectiveness of internal control over financial reporting and (ii) the effectiveness of internal control over financial reporting. The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that the Company’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles (“GAAP”) or applicable law, or to guarantee the independent auditor’s report.

I. Organization

The Audit Committee will consist of at least three members of the Board of Directors. Each member of the Audit Committee shall be independent as defined by NASDAQ rules, meet the criteria for independence set forth in Rule 10A 3(b)(1) under the Exchange Act (subject to the exemptions provided in Rule 10A 3(c)), and not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. At least one member of the Audit Committee shall be an “audit committee financial expert” as defined under the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee. The Nominating and Governance Committee of the Board of Directors shall determine annually whether each member of the Audit Committee meets the requirements of this paragraph.

Audit Committee members and the Committee chairman shall be designated by a majority vote of the full Board of Directors upon recommendation of the Nominating and Governance Committee. The Board of Directors may remove members of the Committee from such committee, with or without cause. Members of the Committee shall serve for terms of one year, or until their successors are duly elected and qualified.

II. Duties and Responsibilities

In meeting its responsibilities, the Audit Committee shall perform the following activities:

A. Oversight of the Independent Auditors and Audit Process:

  1. The Audit Committee is solely responsible for appointing, evaluating, retaining, compensating and, when necessary, terminating the engagement of the independent auditors. The Audit Committee may, in its discretion, seek stockholder ratification of the independent auditor it appoints. The Audit Committee is empowered without further action of the Board, to cause the Company to pay the compensation of the independent auditors established by the Audit Committee.
  2. The Audit Committee shall pre-approve all services associated with the annual audit to be provided to the Company by the independent auditor or other firms performing services on behalf of the independent auditor. The Audit Committee shall pre-approve all other services (review, attest and non-audit) to be provided to the Company by the independent auditor; provided, however, that de minimis non-audit services may instead be approved in accordance with applicable SEC rules.
  3. The Audit Committee shall oversee the work of the independent auditors, who shall report directly to the Audit Committee. Such oversight shall include resolution of disagreements between management and the independent auditors regarding financial reporting. In connection with its oversight role, the Audit Committee shall, from time to time as appropriate, receive and consider the reports and other communications required to be made by the independent auditor regarding:
    • critical accounting policies and practices;
    • alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with Company management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;
    • other material written communications between the independent auditor and Company management; and
    • the other matters addressed in Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 16, Communications with Audit Committee (“AS 16”).
  4. The Audit Committee shall provide an open avenue of communication between the independent auditors and the Board of Directors.
  5. The Audit Committee shall take, or recommend that the full Board take, appropriate action to oversee the independence of the independent auditor. In connection with this responsibility, the Audit Committee shall obtain and review the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee shall actively engage in dialogue with the independent auditor concerning any disclosed relationships or services that might impact the objectivity and independence of the auditor.
  6. The Audit Committee shall conduct an annual review of the performance of the independent auditors, including a review of (1) the background and performance of partners and managers assigned to the Company’s account, (2) quality control procedures established by the independent auditors, and (3) material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, and any steps taken to deal with any such issues.
  7. The Audit Committee shall ascertain that (1) the lead (or concurring) audit partner from any public accounting firm performing audit services serves in that capacity for no more than five fiscal years of the Company and (2) any partner other than the lead or concurring partner serves no more than seven years at the partner level on the Company’s audit.
  8. The Audit Committee shall set clear hiring policies for employees or former employees of the independent auditors.
  9. The Audit Committee shall consider and review, with management, the rationale for employing audit firms other than the principal independent auditors.

B. Oversight of Internal Auditors:

  1. The Audit Committee shall review the charter, plans, activities, staffing and organizational structure of the internal audit function and shall review and concur in the appointment, replacement, reassignment, or dismissal of the Director of Internal Auditing or person having similar responsibilities. The Audit Committee will provide an open channel of communication between the internal auditors and the Board.
  2. The Audit Committee shall consider and review with the internal auditors and management:
    1. the objectivity, independence and effectiveness of the internal auditors;
    2. the internal audit risk assessment process, audit scope and plans of the internal auditors;
    3. the coordination of effort with the independent auditors to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources;
    4. the quality and adequacy of the Company’s internal accounting controls; and
    5. any significant findings and recommendations of the independent auditors and internal auditors together with management’s responses thereto.

C. Oversight of the Financial Reporting Process:

  1. The Audit Committee shall consider and review with management and the independent auditors prior to the filing of each periodic report:
    1. the Company’s financial statements and related footnotes;
    2. the quality of the Company’s earnings from a subjective and an objective standpoint;
    3. judgments of the independent auditors about the quality of the Company’s accounting principles as applied in its financial reporting for its financial statements;
    4. any significant events or transactions occurring during the period being reported;
    5. any changes in accounting estimates, policies and practices, unusual or significant commitments or liabilities, and legal and regulatory matters that may have a material impact on the financial statements;
    6. the reports to be filed with the SEC and other published documents containing the Company’s financial statements and consider whether the information contained in these documents is consistent with the information contained in the financial statements;
    7. internal control matters required to be communicated to the Committee by management, including all significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, and any allegation of fraud that involves management or other employees who have a significant role in the Company’s internal controls;
    8. the process used by management to evaluate the effectiveness of disclosure controls and procedures and the results of management’s evaluation of such effectiveness; and
    9. the Company’s earnings press release.
  2. The Audit Committee shall consider and review with management and the independent auditors at the completion of the annual audit examination:
    1. Report provided by the independent auditors on the following matters:
      • all critical accounting policies and practices in use;
      • all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative treatments, and the treatment preferred by the independent auditors; and
      • other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
    2. The independent auditors’ audit of the financial statements and report thereon, including any attestation report on management’s assessment of the internal control system.
  3. The Audit Committee shall consider whether it will recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K.
  4. The Audit Committee shall review and discuss with the Company’s management and independent auditor the Company’s audited financial statements, including the matters required to be discussed by AS 16.

D. Other Oversight Responsibilities:

  1. The Audit Committee shall maintain procedures for:
    1. the receipt, retention, and treatment of complaints regarding accounting, internal control, and auditing matters; and
    2. the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  2. The Audit Committee shall coordinate the Board of Directors' oversight of the Company’s internal control over financial reporting and disclosure controls and procedures. The Audit Committee shall receive and review the reports of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Exchange Act.
  3. The Audit Committee shall annually review the adequacy of the Company’s computerized information system controls and security.
  4. The Audit Committee shall periodically review the Code of Ethics and review with the General Counsel, Chief Compliance Officer, and the Director of Internal Auditing the results of their monitoring of compliance with the Code of Ethics.
  5. The Audit Committee shall periodically meet independently and in separate executive sessions with the internal auditors, the independent auditors, and management.
  6. The Audit Committee shall prepare the annual committee report required by the rules of the SEC to be included in the Company’s annual proxy statement.
  7. The Audit Committee shall report Audit Committee actions to the Board of Directors with such recommendations, as it may deem appropriate.
  8. The Audit Committee is authorized to conduct or instruct management to conduct investigations into any matters within its scope of responsibilities.
  9. The Audit Committee shall review the Company’s policies and procedures for reviewing and approving or ratifying related party transactions (i.e., transactions within the scope of Item 404 of Regulation S-K ), including the Company’s Related Party Transaction Policy, and recommend any changes to the Board.
  10. The Audit Committee shall review all related party transactions (defined as transactions required to be disclosed pursuant to Item 404 of Regulation S-K) for potential conflict of interest situations on an ongoing basis, and all such transactions must be approved or ratified by the Audit Committee.
  11. The Audit Committee shall review with management the Company’s policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditor or the independent auditors.
  12. The Audit Committee shall discuss with management the Company’s major policies with respect to risk management, including insurance coverage.
  13. The Audit Committee will perform such other functions as assigned by law, regulation, listing standards, the Company’s charter or by-laws, or delegated by the Board of Directors.
  14. The Audit Committee shall review the structure and function of the Company’s Finance organization at least annually.
  15. The Audit Committee shall periodically review critical accounting topics or processes of the Company as determined by the Chief Financial Officer, independent auditors or the Committee.
III. Process and Administration
  1. The Audit Committee shall meet as frequently as required to fulfill the requirements of its charter or as circumstances require. The Audit Committee will ask members of management or others to attend the meeting and provide pertinent information as necessary. The Audit Committee may also act by unanimous written consent in lieu of a meeting. The Audit Committee shall keep such records of its meetings as it shall deem appropriate, and shall report the results of its meetings regularly to the Board.
  2. The Audit Committee may form and delegate authority to one or more subcommittees, as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member). Any decision of a subcommittee to pre-approve audit, review, attest or non-audit services shall be presented to the full Audit Committee at its next scheduled meeting.
  3. The Audit Committee shall review and update, if necessary, its charter at least annually and recommend any proposed changes to the Nominating and Governance Committee.
  4. The Audit Committee may, without further action by the Board, retain such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Company shall provide appropriate funding, as determined by the Audit Committee, for payment of fees of any such advisors.
  5. The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
 

Members

William T. End
(Chairman)
Thomas Craig

Barry C. Johnson, PhD

Daniel M. Junius

M. Anne Szostak
 
Nominating and Governance Committee

 

Charter

I. Organization

There shall be a Nominating and Governance Committee (the “Committee”) of the Board of Directors of IDEXX Laboratories, Inc. (the “Company”). The Committee shall consist of no less than three Directors designated by the Board of Directors, each of whom shall be “independent” under applicable laws, regulations and listing standards and shall be a non-employee director, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, or any successor regulation. Committee members and the Committee Chairman shall be designated by a majority vote of the full Board of Directors upon recommendation of the Committee. The Board may remove members of the Committee from such committee, with or without cause. Members of the Committee shall serve for terms of one year, or until their successors are duly elected and qualified.

II. Purpose

The purpose of the Committee is to advise the full Board on matters relating to corporate governance, including with respect to (1) Board organization, membership, function and performance, (2) nomination of persons for election as directors at any meeting of stockholders and nomination of persons to be elected by the Board to fill any vacancies on the Board, (3) Board committee structure and membership, (4) Corporate Governance Guidelines, (5) succession planning for the Chief Executive Officer, and (6) significant stockholder relations issues.

III. Duties and Responsibilities

The duties and responsibilities of the Committee shall include the following, in addition to such other duties and responsibilities as may be delegated to the Committee from time to time by the Board.

  1. Review and recommend policies and principles for effective corporate governance, including the Company’s Corporate Governance Guidelines.  The Committee shall monitor compliance with the Guidelines, review the Guidelines at least annually and recommend any proposed changes to the Board for approval.
  2. Advise the Board with respect to any proposed changes to the Company’s charter, by-laws and shareholder rights plan, if applicable.
  3. Identify, recruit and evaluate candidates to fill vacancies on the Board.  The Board’s criteria for selecting directors are set forth in the Company’s Corporate Governance Guidelines.  The Committee shall use the criteria and principles set forth in the Company’s Corporate Governance Guidelines to guide its process for selecting candidates to recommend to the Board for membership.  The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.  The Committee shall annually assess, for each Director or person nominated to become a Director, the specific experience, qualifications, attributes and skills that lead the Committee to conclude that such Director or nominee should serve as a Director, in light of the Company’s business and structure.  The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding Director candidates proposed by stockholders.
  4. Extend invitations to join the Board to prospective Directors.
  5. Review, evaluate and administer resignation, retention and retirement policies applicable to the Board.
  6. Annually evaluate the independence of Directors, the satisfaction by Audit Committee members of any applicable criteria related to financial expertise, financial literacy and independence, and the satisfaction by Compensation Committee members of any applicable criteria related to independence and restrictions on consulting, advisory or other compensatory fees paid to the Compensation Committee members by the Company or its subsidiaries.
  7. Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, recommend to the Board the persons to be nominated for election as Directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board.  In making such recommendations, the Committee shall consider candidates proposed by stockholders.  The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.
  8. Review, evaluate and make recommendations to the Board regarding Board Committee charters, membership and chairmanships.
  9. Annually assess the performance of the Board, its Committees and each individual Director.
  10. Periodically assess the Board’s leadership structure, including whether the offices of Chairman of the Board and Chief Executive Officer should be separate and why the Board’s leadership structure is appropriate given the specific characteristics or circumstances of the Company.
  11. Oversee and coordinate with management regarding Director education and orientation of new Directors.
  12. Annually nominate a Lead Director for approval by the Independent Directors (as defined by the Corporate Governance Guidelines) of the Board if the Chairman of the Board is not an Independent Director.
  13. Review and make recommendations regarding significant stockholder relations matters, including stockholder proposals that relate to corporate governance submitted for consideration at any Annual Meeting of Stockholders of the Company.
  14. Formulate and administer procedures for the communication by stockholders with the Board of Directors.
  15. Annually review succession plans for the Chief Executive Officer.
IV. Process and Administration
  1. The Committee shall meet at least three times annually, and shall meet as frequently as required to fulfill the requirements of its charter or as circumstances require. The Committee will ask members of management or others to attend the meeting and provide pertinent information as necessary. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate, and shall report the results of its meetings regularly to the Board.
  2. The Committee may form and delegate authority to one or more subcommittees, as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member). Any decision of a subcommittee shall be presented to the full Committee at its next scheduled meeting.
  3. The Committee may retain, without further action by the Board, such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Company shall provide appropriate funding, as determined by the Committee, for payment of fees of any such advisors.
  4. The Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
 

Members

Rebecca M. Henderson, PhD
(Chairman)
William T. End

Robert J. Murray

Sophie V. Vandebroek, PhD
 
Compensation Committee

 

Charter

I. Organization

There shall be a Compensation Committee (the “Committee”) of the Board of Directors of IDEXX Laboratories, Inc. (the “Company”). The Committee shall consist of at least three directors designated by the Board of Directors, each of whom shall (a) be “independent” under the Company’s Corporate Governance Guidelines and applicable laws, regulations and listing standards, including, without limitation, an “Independent Director” as defined in NASDAQ Rule 5605(a)(2), (b) be a non-employee director, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, or any successor regulation, (c) be an “outside director” within the meaning of section 162(m) of the Internal Revenue Code and (d) not accept directly or indirectly any consulting, advisory or other compensatory fee, as defined in NASDAQ Rule 5605(d)(2)(A), from the Company or any of its subsidiaries. Committee members and the Committee Chairman shall be designated by a majority vote of the full Board of Directors upon recommendation of the Nominating and Governance Committee. The Board may remove members of the Committee from such committee, with or without cause. Members of the Committee shall serve for terms of one year, or until their successors are duly elected and qualified.

II. Purpose

The purpose of the Committee is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers and directors, evaluate the performance of the Chief Executive Officer, and oversee the management of the Company’s incentive compensation, equity compensation and benefit plans.

III. Duties and Responsibilities

The duties and responsibilities of the Committee shall include the following, in addition to such other duties and responsibilities as may be delegated to the Committee from time to time by the Board.

  1. Determine the Company’s philosophy relating to the compensation of executive officers and annually review that philosophy.
  2. Annually evaluate the Chief Executive Officer’s performance against annual financial and non-financial goals and objectives established by the Board of Directors, and determine the Chief Executive Officer’s salary, bonus, equity compensation and other compensation and benefits based on this evaluation. The Committee or the independent directors, as the case may be, shall meet without the presence of executive officers when approving or deliberating on Chief Executive Officer compensation.
  3. Review and make recommendations to the Board with respect to the adoption, amendment and termination of the Company’s incentive compensation, equity compensation, retirement and other benefit plans, oversee their administration and discharge any duties imposed on the Committee by any of those plans. The Committee shall determine the authority of the Company’s Employee Plans Administrative Committee and shall designate the members of such committee.
  4. Oversee the Company’s policies on structuring compensation programs to preserve tax deductibility, and, when required, establishing performance goals and certifying that performance goals have been attained for purposes of 162(m) of the Internal Revenue Code.
  5. Monitor and assess risks associated with the Company’s compensation policies and practices. In accordance with Item 402(s) of Regulation S-K, the Committee shall annually review whether such policies and practices are reasonably likely to have a material adverse effect on the Company.
  6. Exercise all rights, authority and function of the Board under the Company' equity incentive plans, including without limitation the authority to interpret the terms thereof and grant awards thereunder, except as otherwise provided by the Board or the terms of such plans.
  7. Assess the competitiveness and appropriateness of, approve, and authorize the salaries, incentive compensation, equity compensation, terms of employment, retirement or severance benefits, change-in-control benefits, perquisites and other forms of compensation of the executive officers of the Company. The Chief Executive Officer shall recommend to the Committee annual compensation for the rest of the executive officers and the Committee may make such changes to such recommendations as it deems appropriate.
  8. Review and authorize the eligibility criteria and award guidelines for compensation programs in which non-executive officer management employees participate, including incentive compensation and equity awards. The Committee may delegate to the Chief Executive Officer the authority to allocate such awards among employees other than executive officers, subject to such parameters as the Committee or the Board shall determine and to the limitations set forth in the applicable plans pursuant to which such awards are to be granted.
  9. Review and approve the Company’s stock ownership and retention guidelines for executive officers and directors, and annually review compliance by executive officers and directors with such guidelines.
  10. The Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisors. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Committee. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation, as determined by the Committee, of any compensation consultant, legal counsel and other advisor retained by the Committee. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor, only after taking into consideration the applicable factors affecting independence that are specified in NASDAQ Rule 5605(d)(3)(D).
  11. Review and discuss annually with management the Company’s “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K (the “CD&A”), the advisory vote by the Company’s stockholders on the Company’s executive compensation program (the “say-on-pay stockholder vote”), and as necessary the frequency of the say-on-pay stockholder vote. The Committee shall consider annually whether it will recommend to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C.
  12. Prepare the annual Committee Report required by Item 407(e)(5) of Regulation S-K.
  13. Review and make recommendations to the Board regarding compensation of directors.
  14. At least annually, the Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Nominating and Governance Committee.
IV. Process and Administration
  1. The Committee shall meet during the first quarter of each year to evaluate the Chief Executive Officer’s performance during the preceding year and to approve executive officer compensation, and shall meet as frequently as required to fulfill the requirements of its charter or as circumstances require. The Committee will ask members of management or others to attend the meeting and provide pertinent information as necessary. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate, and shall report the results of its meetings regularly to the Board.
  2. The Committee may form and delegate authority to one or more subcommittees, as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member). Any decision of a subcommittee shall be presented to the full Committee at its next scheduled meeting.
  3. The Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
 
Members
Robert J. Murray
(Chairman)
Thomas Craig

William T. End

M. Anne Szostak
 
Finance Committee

 

Charter

I. Organization

There shall be a Finance Committee (the “Committee”) of the Board of Directors of IDEXX Laboratories, Inc. (the “Company”). The Committee shall consist of at least three directors designated by the Board of Directors, each of whom shall be “independent” under applicable laws, regulations and listing standards, and shall be a non-employee director, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, or any successor regulation. Finance Committee members and the Committee Chairman shall be designated by a majority vote of the full Board of Directors upon recommendation of the Nominating and Governance Committee. The Board of Directors may remove members of the Finance Committee from such committee, with or without cause. Members of the Committee shall serve for terms of one year, or until their successors are duly elected and qualified.

II. Purpose

The purpose of the Committee is to advise the full Board on matters relating to capital structure and strategies, financing strategies, major financial commitments, acquisitions and divestitures, financial risk management, and investing and banking activities.

III. Duties and Responsibilities

The duties and responsibilities of the Committee shall include the following, in addition to such other duties and responsibilities as may be delegated to the Committee from time to time by the Board.

  1. Review and make recommendations to the Board regarding significant financing activities, including the issuance of equity or debt.
  2. Monitor the Company’s liquidity and financial condition.
  3. Oversee the Company’s investment policies and practices.
  4. Review and approve stock repurchase activities, including changes in parameters of repurchase programs such as number of shares authorized for repurchase and maximum repurchase prices.
  5. Oversee the Company’s financial risk management activities, including foreign currency hedging activities and transactions involving derivative instruments.
  6. Review and make recommendations to the Board regarding dividend policy.
  7. Review and approve proposed acquisitions and divestitures requiring Board approval and having values up to $20 million.
  8. Review and approve non-budgeted expenditures requiring Board approval.
IV. Process and Administration
  1. The Committee shall meet during the first quarter of each year to evaluate the Chief Executive Officer’s performance during the preceding year and to approve executive officer compensation, and shall meet as frequently as required to fulfill the requirements of its charter or as circumstances require. The Committee will ask members of management or others to attend the meeting and provide pertinent information as necessary. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate, and shall report the results of its meetings regularly to the Board.
  2. The Committee may form and delegate authority to one or more subcommittees, as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member). Any decision of a subcommittee shall be presented to the full Committee at its next scheduled meeting.
  3. The Committee may retain, without further action by the Board, such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Company shall provide appropriate funding, as determined by the Compensation Committee, for payment of fees of any such advisors.
  4. The Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.
 
Members
Barry C. Johnson, PhD
(Chairman)
Rebecca M. Henderson, PhD

Sophie V. Vandebroek, PhD
 

Executive Officers

 

IDEXX’s executive officers are appointed by the Board of Directors to carry out the Board’s policies and manage the daily affairs of the Company.

 

Jonathan W. Ayers

Chairman, President and Chief Executive Officer

Jonathan W. Ayers

 

Chairman, President and Chief Executive Officer

Mr. Ayers has been Chairman of the Board, President and Chief Executive Officer of IDEXX since January 2002. Prior to joining IDEXX, Mr. Ayers held various positions at United Technologies Corporation, a provider of high-technology products and support services to customers in the aerospace and building industries worldwide, and its business unit Carrier Corporation. From 1999 to 2001, Mr. Ayers was President of Carrier Corporation, the then-largest business unit of United Technologies and the world’s largest manufacturer of commercial and residential HVAC systems and equipment and the leading producer of commercial and transport refrigeration equipment. From 1997 to 1999, Mr. Ayers was President of Carrier’s Asia Pacific Operations, and from 1995 to 1997, Mr. Ayers was Vice President, Strategic Planning at United Technologies. In his roles at United Technologies Mr. Ayers gained significant operating experience in leading a global business unit; developed management, finance and strategic planning skills; and developed experience in acquisition integration, line and international operations, and marketing and product development. Prior to joining United Technologies, from 1986 to 1995, Mr. Ayers held various positions at Morgan Stanley & Co. in mergers and acquisitions and corporate finance. Mr. Ayers worked as a strategy consultant for Bain & Company from 1983 to 1986 and was in the field sales organization of IBM’s Data Processing Division from 1978 to 1981. Mr. Ayers holds an undergraduate degree in molecular biophysics and biochemistry from Yale University and graduated from Harvard Business School in 1983. The Board of Directors values Mr. Ayers’s significant and diverse experience in many areas that are relevant to the company and its operations, including global business management, international operations, financial and strategic planning, business development, marketing, product development and technology.

 

William E. Brown, III, PhD

Executive Vice President and Chief Scientific Officer

William E. Brown, III, PhD

 

Executive Vice President and Chief Scientific Officer

Dr. Brown has been Executive Vice President, overseeing Research and Development, of the Company since July 2012. In December 2008, he joined IDEXX as Corporate Vice President, and was promoted to Chief Scientific Officer of the Company in March 2010. Prior to joining IDEXX, from 1982 to 2007, Dr. Brown held various positions at Abbott Laboratories, Inc., a broad-based healthcare company that manufactures and markets pharmaceuticals, medical products, and diagnostics, most recently as Corporate Officer and Divisional Vice President of R&D, Assays and Instrument Systems for the Diagnostic Division.

Dr. Brown earned his bachelor’s degree in chemistry education from Indiana University of Pennsylvania and his doctorate in medicinal chemistry from the University of Pittsburgh, School of Pharmacy.

 

George J. Fennell

Corporate Vice President, Companion Animal Group Customer Facing Organization

George J. Fennell

 

Corporate Vice President, Companion Animal Group Customer Facing Organization

Mr. Fennell joined IDEXX in June 2011 as a Corporate Vice President of the Company, and leads the Companion Animal Group Customer Facing Organization in North America. Mr. Fennell came to IDEXX from Pfizer Animal Health, a division of Pfizer Inc., the world’s largest research-based pharmaceutical company, where in April 2003 he began as head of marketing for the companion animal business. He then served as vice president of the U.S. Companion Animal Division from 2005 through 2010, and from January 2011, was Vice President, Pfizer Animal Genetics, Diagnostics and Aquaculture. Before his tenure at Pfizer, he held a series of sales, marketing and operational roles in the crop sciences business for American Cyanamid and BASF, diversified chemical companies.

Mr. Fennell earned his bachelor’s degree in economics and agricultural business from the University of Delaware.

 

Jeffrey A. Fiarman

Executive Vice President, General Counsel and Secretary

Jeffrey A. Fiarman

 

Executive Vice President, General Counsel and Secretary

Mr. Fiarman has been Executive Vice President, General Counsel and Secretary of the Company since May 2013. He leads the Company’s Legal, Compliance, Business Development and Regulatory functions. Before joining the Company, from May 2006 to April 2013, Mr. Fiarman served as Executive Vice President, General Counsel and Secretary of Weight Watchers International, Inc., or WWI, the leading global provider of weight management services. Mr. Fiarman also served as WWI’s Vice President and Associate General Counsel from July 2005 to May 2006, and as General Counsel and Secretary of WeightWatchers.com from June 2000. From June 2000 to March 2002, Mr. Fiarman also held the position of Vice President, Business Development, of WeightWatchers.com. Prior to that, from September 1993 to May 2000, Mr. Fiarman was an attorney with Gibson, Dunn & Crutcher LLP in Washington, D.C. specializing in corporate and tax law.

Mr. Fiarman holds a bachelor’s degree in economics from The Wharton School of the University of Pennsylvania and a JD from Columbia University School of Law.

 

Jay Mazelsky

Executive Vice President

Jay Mazelsky

 

Executive Vice President

Mr. Mazelsky joined IDEXX in August 2012 as Executive Vice President. He oversees the Companion Animal Group Customer Facing Organization in North America; the IDEXX VetLab® in-house diagnostics, Digital Radiography and Computer Systems lines of business; the Pet Health Network® Pro offering and the VetConnect® PLUS and Integrated Practice strategies. Prior to joining the Company, Mr. Mazelsky was a Senior Vice President and General Manager from 2010 to 2012 of Computed Tomography, Nuclear Medicine and Radiation Therapy Planning at Philips Healthcare, a subsidiary of Royal Philips Electronics, the Netherlands, a healthcare, lifestyle and lighting technologies company. Previously he held a series of other leadership roles with increasing responsibilities during his tenure at Philips beginning in 2001. Prior to joining Philips, Mr. Mazelsky was at Agilent Technologies, where he was an Executive in Charge from 2000 to 2002 of leading the integration of Agilent’s Healthcare Group into Philips. He also served as a General Manager of the Medical Consumables Business Unit from 1997 to 2000 at Agilent Technologies. From 1988 to 1996, he was in a number of roles at Hewlett Packard Corporation, a technology company, in finance, marketing and business planning.

Mr. Mazelsky holds a BA in mathematics from the University of Rochester and an MBA from the University of Chicago.

 

Brian McKeon

Executive Vice President and Chief Financial Officer

Brian P. McKeon

 

Executive Vice President and Chief Financial Officer

Mr. McKeon has been Executive Vice President and Chief Financial Officer of the Company since January 2014. He leads the Company’s finance and information technology functions. Mr. McKeon served as a Director of IDEXX from July 2003 through December 2013, including serving as Chairman of the Board’s Audit Committee and as a member of the Compensation Committee. From April 2007 to October 2013, Mr. McKeon served as Executive Vice President and Chief Financial Officer of Iron Mountain Incorporated, a publicly-traded provider of information protection and storage services worldwide. Mr. McKeon was also Executive Vice President and Chief Financial Officer of The Timberland Company, a publicly-traded provider of premium outdoor footwear, apparel and accessories, from March 2000 to April 2007. From 1991 to 2000, Mr. McKeon held several finance and strategic planning positions with PepsiCo Inc., serving most recently as Vice President, Finance at Pepsi-Cola, North America. Prior to joining PepsiCo, Mr. McKeon worked as a strategy consultant with the Alliance Consulting group and as an auditor with Coopers & Lybrand.

Mr. McKeon earned a bachelor’s degree from the University of Connecticut and received an MBA from Harvard University.

 

Daniel V. Meyaard

Corporate Vice President, Worldwide Operations

Daniel V. Meyaard

 

Corporate Vice President, Worldwide Operations

Mr. Meyaard joined IDEXX as Corporate Vice President in September 2009 and leads the Company’s worldwide operations function, including supply chain management, instrument and reagent manufacturing, quality assurance, facilities and operational excellence. Prior to joining the Company, from 1980 to 2009, Mr. Meyaard held various positions at multiple divisions of Siemens Healthcare Diagnostics, a clinical diagnostics company, and its predecessors, most recently as Vice President of Global Instrument Manufacturing for Siemens Medical Solutions Diagnostics.

Mr. Meyaard earned his bachelor’s degree in chemistry from Calvin College in Grand Rapids, Michigan.

 

Ali Naqui, PhD

Corporate Vice President, Asia Pacific Operations and Water

Ali Naqui, PhD

 

Corporate Vice President, Asia Pacific Operations and Water 

Dr. Naqui has been Corporate Vice President of IDEXX Laboratories since January 2006, when he assumed oversight of IDEXX’s Asia Pacific and Latin America operations (2006–2013). Since July 2012, he has also led the Water line of business, which he previously led from 1997 to 2007. From 2007 to 2012, Dr. Naqui also oversaw the Company’s Europe, Middle East and Africa commercial operations. He was General Manager of the Water business from September 1997 to January 2000, and Director of Research and Development from February 1993 to September 1997. Dr. Naqui joined IDEXX in 1993 as a result of the Company’s acquisition of Environetics, the original manufacturer of the Colilert® water testing product line, where he was the Director of Research and Development. Prior to joining Environetics, he was a research and development manager with Becton, Dickinson and Company, a medical technology company.

Dr. Naqui received his PhD from the department of chemical enzymology at Moscow State University. He received his postdoctoral training at the department of biochemistry and biophysics at the University of Pennsylvania..

 

James F. Polewaczyk

Corporate Vice President, IDEXX Reference Laboratories and Telemedicine

James F. Polewaczyk

 

Corporate Vice President, IDEXX Reference Laboratories and Telemedicine

Mr. Polewaczyk joined IDEXX as Corporate Vice President in February 2007 and since July 2012 has led the Company’s CAG Reference Laboratories and Telemedicine lines of business. From 2007 to 2012, Mr. Polewaczyk led the Company’s Rapid Assay, Digital Imaging and Telemedicine lines of business. Before joining IDEXX, Mr. Polewaczyk was employed from 2001 to 2006 at Philips Medical Systems, a subsidiary of Royal Philips Electronics, the Netherlands, a healthcare, lifestyle and lighting technologies company, as General Manager of their Medical Consumables and Sensors Business. Prior to that, Mr. Polewaczyk spent 15 years at Hewlett-Packard Corporation, a technology company, in a variety of senior marketing and medical technology product development roles.

Mr. Polewaczyk holds a bachelor’s degree in electrical engineering from Worcester Polytechnic Institute and a master’s degree in business from Boston University.

 

Johnny D. Powers, PhD

Executive Vice President

Johnny D. Powers, PhD

 

Executive Vice President

Dr. Powers became Executive Vice President of IDEXX in July 2012, overseeing IDEXX Reference Laboratories, Telemedicine, Rapid Assay, Bioresearch and Worldwide Operations. He joined IDEXX as Corporate Vice President in February 2009 leading the Company’s worldwide reference laboratories business. Prior to joining the Company, Dr. Powers was Vice President responsible for the Cancer Diagnostics business of Becton, Dickinson and Company, a medical technology company, from 2007 to 2008. Dr. Powers joined Becton, Dickinson and Company as a result of its acquisition in 2006 of TriPath Imaging Inc., a molecular diagnostics-based cancer diagnostics company, where he held various positions from 2001 to 2007, including Vice President of Worldwide Operations and most recently served as President of the TriPath Oncology business unit. From 1996 to 2001, Dr. Powers was employed by Ventana Medical Systems, Inc., a tissue-based cancer diagnostics company, where he held various positions, including Vice President and General Manager of the Anatomical Pathology business and Vice President and General Manager of Worldwide Operations. From 1989 to 1996, Dr. Powers was employed by Organon Teknika Corporation, a medical diagnostics company, in various technical management roles.

Dr. Powers holds a PhD in biochemical engineering from North Carolina State University, an MBA from the Duke University Fuqua School of Business, an MS in chemical engineering from Clemson University, and a BA in chemistry from Wake Forest University.

 

Giovani Twigge

Corporate Vice President, Human Resources

Giovani Twigge

 

Corporate Vice President, Human Resources

Mr. Twigge became a Corporate Vice President of the Company in August 2010 and leads worldwide human resources. Before joining IDEXX, from 1999 to 2010, Mr. Twigge held various human resources leadership positions at Abbott Laboratories, Inc., a broad-based healthcare company that manufactures and markets pharmaceuticals, medical products, and diagnostics. Most recently Mr. Twigge was Divisional Vice President, HR, for Abbott Diagnostics. Prior to that, he served as Divisional Vice President, HR, for Abbott Nutrition International and as Regional HR Director for a number of international operations including those in Europe, Latin America/Canada and the Middle East.

Mr. Twigge earned his B. Commerce (Honors) degree in personnel management from the University of Pretoria, South Africa.

 

Michael J. Williams, PhD

Executive Vice President

Michael J. Williams, PhD

 

Executive Vice President

Dr. Williams has been Executive Vice President of IDEXX since July 2012, and oversees the Company’s international operations, and the Livestock and Poultry Diagnostics, Dairy, Water and OPTI Medical Systems lines of business. He was Corporate Vice President, IDEXX VetLab® in-house diagnostics, of the Company from September 2006 to July 2012 and General Manager of the IDEXX VetLab® in-house diagnostics line of business from 2004 to 2012. Dr. Williams has also overseen the OPTI Medical Systems business since its acquisition in January 2007. Dr. Williams was Vice President and General Manager of the Company’s chemistry instruments and consumables business from 2003 to 2004. Prior to joining the Company in 2003, Dr. Williams was a healthcare strategy consultant at McKinsey & Company, a management consulting firm, from 1995 to 2002, and a senior research associate at the Scripps Research Institute, a non-profit research organization, from 1992 to 1995.

Dr. Williams received his bachelor’s degree in biochemistry from the University of Bristol, United Kingdom, and his doctorate in biochemistry from the University of Oxford, United Kingdom.