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IDEX Corp. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Thursday, 2/22/24, at 11:56am ET   ·   For:  12/31/23   ·   Accession #:  832101-24-9   ·   File #:  1-10235

Previous ‘10-K’:  ‘10-K’ on 2/23/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   20 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/22/24  IDEX Corp.                        10-K       12/31/23  137:20M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.18M 
 2: EX-10.30    Material Contract                                   HTML     43K 
 3: EX-21       Subsidiaries List                                   HTML     73K 
 4: EX-23       Consent of Expert or Counsel                        HTML     38K 
 9: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     44K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
15: R1          Cover Page                                          HTML    105K 
16: R2          Audit Information                                   HTML     43K 
17: R3          Consolidated Statements of Income                   HTML    130K 
18: R4          Consolidated Statements of Comprehensive Income     HTML     74K 
19: R5          Consolidated Balance Sheets                         HTML    161K 
20: R6          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
21: R7          Consolidated Statements of Equity                   HTML    101K 
22: R8          Consolidated Statements of Equity (Parenthetical)   HTML     53K 
23: R9          Consolidated Statements of Cash Flows               HTML    152K 
24: R10         Significant Accounting Policies                     HTML     95K 
25: R11         Acquisitions and Divestitures                       HTML    159K 
26: R12         Collaborative Investments                           HTML     44K 
27: R13         Balance Sheet Components                            HTML     91K 
28: R14         Revenue                                             HTML    143K 
29: R15         Goodwill and Intangible Assets                      HTML    110K 
30: R16         Borrowings                                          HTML     73K 
31: R17         Fair Value Measurements                             HTML     58K 
32: R18         Leases                                              HTML     83K 
33: R19         Commitments and Contingencies                       HTML     51K 
34: R20         Share Repurchases                                   HTML     39K 
35: R21         Income Taxes                                        HTML    135K 
36: R22         Business Segments and Geographic Information        HTML    142K 
37: R23         Restructuring Expenses and Asset Impairments        HTML     93K 
38: R24         Share-Based Compensation                            HTML    155K 
39: R25         Other Comprehensive Income (Loss)                   HTML    103K 
40: R26         Retirement Benefits                                 HTML    309K 
41: R27         Pay vs Performance Disclosure                       HTML     50K 
42: R28         Insider Trading Arrangements                        HTML     43K 
43: R29         Significant Accounting Policies (Policies)          HTML    129K 
44: R30         Significant Accounting Policies (Tables)            HTML     62K 
45: R31         Acquisitions and Divestitures (Tables)              HTML    139K 
46: R32         Balance Sheet Components (Tables)                   HTML     93K 
47: R33         Revenue (Tables)                                    HTML    146K 
48: R34         Goodwill and Intangible Assets (Tables)             HTML    114K 
49: R35         Borrowings (Tables)                                 HTML     65K 
50: R36         Fair Value Measurements (Tables)                    HTML     56K 
51: R37         Leases (Tables)                                     HTML     84K 
52: R38         Commitments and Contingencies (Tables)              HTML     50K 
53: R39         Income Taxes (Tables)                               HTML    140K 
54: R40         Business Segments and Geographic Information        HTML    138K 
                (Tables)                                                         
55: R41         Restructuring Expenses and Asset Impairments        HTML     89K 
                (Tables)                                                         
56: R42         Share-Based Compensation (Tables)                   HTML    157K 
57: R43         Other Comprehensive Income (Loss) (Tables)          HTML    104K 
58: R44         Retirement Benefits (Tables)                        HTML    306K 
59: R45         Significant Accounting Policies - Business          HTML     39K 
                (Details)                                                        
60: R46         Significant Accounting Policies - Advertising       HTML     39K 
                Costs (Details)                                                  
61: R47         Significant Accounting Policies - Schedule of       HTML     45K 
                Basic Weighted Average Shares Reconciles to                      
                Diluted Weighted Average Shares Outstanding                      
                (Details)                                                        
62: R48         Significant Accounting Policies - Earnings per      HTML     40K 
                Common Share (Details)                                           
63: R49         Significant Accounting Policies - Property and      HTML     53K 
                Equipment at Cost Depreciation and Amortization                  
                Estimated Useful Lives (Details)                                 
64: R50         Significant Accounting Policies - Intangible Asset  HTML     59K 
                Depreciation and Amortization Estimated Useful                   
                Lives (Details)                                                  
65: R51         Significant Accounting Policies - Research and      HTML     42K 
                Development Expenditures (Details)                               
66: R52         Significant Accounting Policies - Foreign Currency  HTML     40K 
                (Details)                                                        
67: R53         Significant Accounting Policies - Concentration of  HTML     45K 
                Credit Risk (Details)                                            
68: R54         Acquisitions and Divestitures - Narrative           HTML     87K 
                (Details)                                                        
69: R55         Acquisitions and Divestitures - Allocation of       HTML    126K 
                Acquisition Costs to Assets Acquired and                         
                Liabilities Assumed (Details)                                    
70: R56         Acquisitions and Divestitures - Acquired            HTML    109K 
                Intangible Assets and Weighted Average                           
                Amortization Periods (Details)                                   
71: R57         Acquisitions and Divestitures - Schedule of         HTML     45K 
                Business Acquisitions-Related cost and the Fair                  
                value Inventory (Details)                                        
72: R58         Acquisitions and Divestitures - Divestitures        HTML     59K 
                (Details)                                                        
73: R59         Collaborative Investments (Details)                 HTML     55K 
74: R60         Balance Sheet Components - Components (Details)     HTML    124K 
75: R61         Balance Sheet Components - Valuation And            HTML     48K 
                Qualifying Accounts (Details)                                    
76: R62         Revenue - Revenue by Reporting Unit (Details)       HTML     90K 
77: R63         Revenue - Revenue by Geography (Details)            HTML     93K 
78: R64         Revenue - Narrative (Details)                       HTML     49K 
79: R65         Revenue - Receivables (Details)                     HTML     44K 
80: R66         Revenue - Deferred Revenue (Details)                HTML     50K 
81: R67         Goodwill and Intangible Assets - Schedule of        HTML     74K 
                Changes in Carrying Amount of Goodwill (Details)                 
82: R68         Goodwill and Intangible Assets - Schedule of Gross  HTML     75K 
                Carrying Value and Accumulated Amortization for                  
                Each Major Class of Intangible Asset (Details)                   
83: R69         Goodwill and Intangible Assets - Narrative          HTML     40K 
                (Details)                                                        
84: R70         Goodwill and Intangible Assets - Schedule of        HTML     49K 
                Finite Lived Intangible Assets Future Amortization               
                Expense (Details)                                                
85: R71         Borrowings - Schedule of Borrowings (Details)       HTML     87K 
86: R72         Borrowings - Narrative (Details)                    HTML    113K 
87: R73         Borrowings - Schedule of Maturities of Borrowings   HTML     57K 
                (Details)                                                        
88: R74         Fair Value Measurements - Schedule of Company       HTML     46K 
                Financial Assets and Liabilities at Fair Value on                
                Recurring Basis (Details)                                        
89: R75         Fair Value Measurements - Schedule of Fair Value    HTML     45K 
                of Debt Outstanding (Details)                                    
90: R76         Leases - Narrative (Details)                        HTML     38K 
91: R77         Leases - Balance Sheet Composition (Details)        HTML     58K 
92: R78         Leases - Lease Cost (Details)                       HTML     44K 
93: R79         Leases - Supplemental Information (Details)         HTML     56K 
94: R80         Leases - Lease Liability Future Payments (Details)  HTML     56K 
95: R81         Commitments and Contingencies (Details)             HTML     47K 
96: R82         Share Repurchases (Details)                         HTML     49K 
97: R83         Income Taxes - Schedule Of Income Before Income     HTML     47K 
                Tax (Details)                                                    
98: R84         Income Taxes - Provision Benefit for Income Taxes   HTML     66K 
                (Details)                                                        
99: R85         Income Taxes - Deferred Tax Assets Liabilities      HTML     64K 
                (Details)                                                        
100: R86         Income Taxes - Deferred Tax Assets and Liabilities  HTML     44K  
                Recognized in Company's Consolidated Balance                     
                Sheets (Details)                                                 
101: R87         Income Taxes - Narrative (Details)                  HTML     63K  
102: R88         Income Taxes - Computed Amount and Differences in   HTML     82K  
                Provision for Income Taxes (Details)                             
103: R89         Income Taxes - Reconciliation of Beginning and      HTML     49K  
                Ending Amount of Unrecognized Tax Benefits                       
                (Details)                                                        
104: R90         Business Segments and Geographic Information -      HTML     39K  
                Narrative (Details)                                              
105: R91         Business Segments and Geographic Information -      HTML    125K  
                Schedule of Information on Company's Business                    
                Segments (Details)                                               
106: R92         Business Segments and Geographic Information -      HTML     51K  
                Schedule of Sales from External Customers and Long               
                Lived Assets (Details)                                           
107: R93         Restructuring Expenses and Asset Impairments -      HTML     72K  
                Schedule of Pre-Tax Restructuring Expenses by                    
                Segment (Details)                                                
108: R94         Restructuring Expenses and Asset Impairments -      HTML     65K  
                Narrative (Details)                                              
109: R95         Restructuring Expenses and Asset Impairments -      HTML     52K  
                Schedule of Restructuring Accruals Expenses                      
                (Details)                                                        
110: R96         Share-Based Compensation - Narrative (Details)      HTML    109K  
111: R97         Share-Based Compensation - Schedule of Weighted     HTML     63K  
                Average Option Fair Values and Assumptions                       
                (Details)                                                        
112: R98         Share-Based Compensation - Stock Options Activity   HTML     89K  
                (Details)                                                        
113: R99         Share-Based Compensation - Schedule of              HTML     57K  
                Compensation Cost for Stock Options (Details)                    
114: R100        Share-Based Compensation - Restricted Stock Units   HTML     62K  
                Activity (Details)                                               
115: R101        Share-Based Compensation - Schedule of              HTML     54K  
                Compensation Cost for Restricted Stock Units                     
                (Details)                                                        
116: R102        Share-Based Compensation - Cash-settled Restricted  HTML     62K  
                Stock Activity (Details)                                         
117: R103        Share-Based Compensation - Schedule of              HTML     50K  
                Compensation Cost for Cash-settled Restricted                    
                Stock (Details)                                                  
118: R104        Share-Based Compensation - Schedule of Weighted     HTML     59K  
                Average Performance Share Units Fair Values and                  
                Assumptions (Details)                                            
119: R105        Share-Based Compensation - Performance Share Unit   HTML     62K  
                Activity (Details)                                               
120: R106        Share-Based Compensation - Schedule of              HTML     56K  
                Compensation Cost for Performance Share Units                    
                (Details)                                                        
121: R107        Other Comprehensive Income (Loss) - Components of   HTML     67K  
                Other Comprehensive Income (Loss) (Details)                      
122: R108        Other Comprehensive Income (Loss) - Amounts         HTML     84K  
                Reclassified from Accumulated Other Comprehensive                
                Income (Loss) (Details)                                          
123: R109        Retirement Benefits - Narrative (Details)           HTML    109K  
124: R110        Retirement Benefits - Reconciliation of Changes in  HTML    137K  
                Benefit Obligations and Fair Value of Plan Assets                
                (Details)                                                        
125: R111        Retirement Benefits - Weighted Average Assumptions  HTML     53K  
                Used in the Measurement of Benefit Obligation                    
                (Details)                                                        
126: R112        Retirement Benefits - Amounts in Accumulated Other  HTML     54K  
                Comprehensive Income Loss Expected to be                         
                Recognized as Components of Net Periodic Benefit                 
                Cost (Details)                                                   
127: R113        Retirement Benefits - Components of Net Periodic    HTML     67K  
                Benefit Cost for Defined Benefit Plans and Other                 
                Postretirement Plans (Details)                                   
128: R114        Retirement Benefits - Weighted Average Assumptions  HTML     54K  
                Used to Determine Net Periodic Benefit Cost of                   
                Plans (Details)                                                  
129: R115        Retirement Benefits - Pretax Amounts Recognized in  HTML     65K  
                Accumulated Other Comprehensive Income Loss                      
                (Details)                                                        
130: R116        Retirement Benefits - Pension Plan Weighted         HTML     55K  
                Average Asset Allocations (Details)                              
131: R117        Retirement Benefits - Summary of Basis Used to      HTML    103K  
                Measure Defined Benefit Plans Assets at Fair Value               
                (Details)                                                        
132: R118        Retirement Benefits- Compensation Related Costs,    HTML     51K  
                Retirement Benefits (Details)                                    
134: XML         IDEA XML File -- Filing Summary                      XML    256K  
137: XML         XBRL Instance -- iex-20231231_htm                    XML   4.85M  
133: EXCEL       IDEA Workbook of Financial Report Info              XLSX    275K  
11: EX-101.CAL  XBRL Calculations -- iex-20231231_cal                XML    368K 
12: EX-101.DEF  XBRL Definitions -- iex-20231231_def                 XML   1.30M 
13: EX-101.LAB  XBRL Labels -- iex-20231231_lab                      XML   3.01M 
14: EX-101.PRE  XBRL Presentations -- iex-20231231_pre               XML   2.04M 
10: EX-101.SCH  XBRL Schema -- iex-20231231                          XSD    281K 
135: JSON        XBRL Instance as JSON Data -- MetaLinks              833±  1.27M  
136: ZIP         XBRL Zipped Folder -- 0000832101-24-000009-xbrl      Zip   1.20M

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  ex97idexcorporationpolic  
IDEX CORPORATION POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of IDEX Corporation (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and New York Stock Exchange (“NYSE”) listing standards implementing Section 954 of the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules. Administration This Policy shall be administered by the Compensation Committee. Any determinations made by the Compensation Committee shall be final and binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Board or Compensation Committee may amend this Policy from time to time in its discretion. Covered Executives This Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”). This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives. Recoupment Upon Financial Restatement If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below. No-Fault Recovery Recoupment under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct. Exhibit 97

 
2 Compensation Subject to Recovery; Enforcement This Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure is not subject to this Policy. In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the Recovery Period (as defined below), based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Compensation Committee. For purposes of this Policy, “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results from a change in the Company’s fiscal year (as set forth in Section 303A.14(c)(1)(i)(D) of the NYSE Listed Company Manual). The date on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement. For Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Compensation Committee shall determine the amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that reasonable estimate and provide it to the NYSE. Incentive-Based Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period. The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation, including but not limited to by collecting from the Executive cash payments or shares of Company common stock or by forfeiting any amounts that the Company owes to the Executive.

 
3 No Indemnification The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Policy. Exceptions The compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. The Compensation Committee (or a majority of independent directors serving on the Board) may determine not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to the NYSE), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to the NYSE, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Other Remedies Not Precluded The exercise by the Compensation Committee of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies that the Company, the Board or the Compensation Committee may have with respect to any Executive subject to this Policy. Effective Date and Applicability This Policy has been adopted by the Compensation Committee on September 6, 2023 and shall apply to any Incentive-Based Compensation that is received by an Executive on or after October 2, 2023.

 

Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/22/24None on these Dates
For Period end:12/31/23
10/2/23
9/6/23
11/28/22
 List all Filings 

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  IDEX Corp.                        S-3ASR      2/23/24    5:412K                                   Donnelley … Solutions/FA

19 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/23  IDEX Corp.                        10-Q        9/30/23  108:13M
 7/27/23  IDEX Corp.                        10-Q        6/30/23  105:13M
 6/14/23  IDEX Corp.                        8-K:1,2,9   6/13/23   11:29M
 2/23/23  IDEX Corp.                        10-K       12/31/22  139:24M
11/02/22  IDEX Corp.                        8-K:1,2,9  11/01/22   11:58M
10/26/22  IDEX Corp.                        10-Q        9/30/22  106:26M
 4/27/22  IDEX Corp.                        10-Q        3/31/22  105:10M
 5/28/21  IDEX Corp.                        8-K:2,9     5/28/21   12:322K                                   Donnelley … Solutions/FA
 2/25/21  IDEX Corp.                        10-K       12/31/20  142:20M
 4/29/20  IDEX Corp.                        8-K:1,2,8,9 4/27/20   13:540K                                   Donnelley … Solutions/FA
 2/21/20  IDEX Corp.                        10-K       12/31/19  140:20M
 2/22/18  IDEX Corp.                        10-K       12/31/17  133:19M
 4/26/17  IDEX Corp.                        10-Q        3/31/17   97:7.4M
 6/15/16  IDEX Corp.                        8-K:1,2,9   6/13/16    3:1.5M
 3/02/15  IDEX Corp.                        DEF 14A     4/08/15    1:955K                                   Donnelley … Solutions/FA
 2/23/15  IDEX Corp.                        10-K       12/31/14  128:21M
 2/25/11  IDEX Corp.                        10-K       12/31/10   44:5.6M                                   Donnelley … Solutions/FA
12/07/10  IDEX Corp.                        8-K:1,2,9  12/01/10    5:537K                                   Donnelley … Solutions/FA
 3/05/04  IDEX Corp.                        10-K       12/31/03   15:226K                                   Bowne Boc/FA
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