IDEXX LABORATORIES INC /DE 8-K

What Happened

• IDEXX Laboratories (IDXX) announced on Jan 13, 2026 that Jonathan (Jay) Mazelsky will step down as President and CEO effective May 12, 2026 (the Transition Date) and will serve as Executive Chair through his planned retirement following the annual shareholder meeting in May 2027. Michael (Mike) Erickson, PhD, currently an Executive VP at IDEXX, will become President and Chief Executive Officer and join the Board as a Class II director effective May 12, 2026. Lawrence D. Kingsley will move from independent Non‑Executive Chair to independent Lead Director as of the Transition Date.

Key Details

• Mike Erickson (age 52) — annualized base salary $1,000,000; target annual bonus 120% of base; expected 2026 equity award value not less than $7.8 million (50% stock options, 50% performance RSUs) to be granted in Feb 2026.
• Erickson change‑in‑control (CIC) protections (effective on Transition Date): lump‑sum severance equal to 3×(base salary + average bonus for prior 3 years), continuation of benefits up to 3 years, accelerated vesting for time‑based awards on a qualifying CIC termination, and up to $25,000 for outplacement/relocation.
• Jay Mazelsky as Executive Chair — annual base salary $1,150,000 through Retirement Date; expected 2026 time‑vesting RSU grant with target value not less than $8.275 million (Feb 2026); blended FY2026 bonus opportunity (130% pre‑Transition period, 100% after Transition for 2026). If terminated without Cause before Retirement Date, he would receive base salary through Retirement Date and any unpaid FY2026 bonus (subject to release and covenants).

Why It Matters

• This is a planned, board‑approved CEO succession with the outgoing CEO remaining as Executive Chair through May 2027 to support transition, which provides continuity at the top.
• The company has committed sizeable near‑term compensation and equity awards to both the incoming CEO and outgoing CEO (multi‑million dollar grant targets) and has change‑in‑control and severance protections for the new CEO — items investors may watch for potential dilutive or expense impact in future proxy/financial disclosures.
• Governance changes (new CEO on the board and a shift to an independent Lead Director) signal a managed handoff intended to minimize disruption to operations and strategy.