UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
STANDEX INTERNATIONAL CORPORATION (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):
Guide to Standex’s Proxy Statement
Tuesday, October 9:00 a.m., local time Standex International Corporation Corporate Headquarters 23 Keewaydin Drive, Suite 300, Salem, New Hampshire Dear Shareholder, We cordially invite you to attend Standex’s Annual Meeting of Shareholders. We hope that you will join me, our Board of Directors, and other shareholders at the meeting. The attached Notice of Annual Meeting of Shareholders and Proxy Statement contain information about the business that will be conducted at the meeting. Following the meeting, I will present information on Standex’s operations and welcome any questions from shareholders. Your vote is important to us! If you plan on attending the meeting, you may vote your shares in person. If you cannot vote in person, we urge you to vote via your proxy card, over the phone or on the Internet prior to the meeting. Detailed instructions on how to vote are found onpage Thank you in advance for voting your shares, and thank you for your continued support of Standex.
Payout for the achievement of both financial performance and strategic goals can range between 0% and 200%, where performance below threshold levels corresponds to a payout of 0%, while performance at or above superior levels corresponds to a payout of 200%. For example, if the weight of financial goals is 75%, the maximum financial achievement factor would be 150%. Similarly, if the weight of strategic goals is 25%, the maximum strategic achievement factor would be 50%. The combined factors are capped at 200%.
Setting Financial Performance Measures
The Compensation Committee, working with the CEO, evaluates and establishes financial objectives that correlate to the creation of shareholder value, are aligned with the Company’s annual business plan and are appropriate measures for evaluating executive performance. For FY (i) After determining the performance measures, the Compensation Committee sets “threshold,” “target,” and “superior” performance goals, which correspond to annual incentive payouts of 50%, 100% or 200% of the target incentive amount, respectively, exceptfor
For FY
Setting Strategic Goals
The Compensation Committee, in consultation with the Board, evaluates and establishes strategic objectives that correlate with the creation of shareholder value, align with the Company’s business plan and are appropriate measures for judging individual executive performance. As with financial performance measures, the Compensation Committee sets relative weights and metrics for each strategic goal. The specific goals are developed based on the individual nature of an executive’s role and responsibilities. In FY
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In consultation with the CEO, the Compensation Committee sets strategic goals for executive officers, including the other Named Executive Officers, that are tied to the completion of specific projects in their functional areas. These projects are important to the Company in that they improve productivity and significantly lower the cost structures of the respective departments, resulting in better processes and reduced costs.
STRATEGIC GOALSStrategic Goals & RESULTSFORResults for FY 20212023
The Compensation Committee met with the CEO to evaluate the performance of each Named Executive Officer (other than the CEO) against their strategic goals. To determine the extent to which each strategic goal was met, the Compensation Committee evaluated several factors including the difficulty of reaching the goal, the work performed to achieve the goal, the quality of the work performed and other factors that influenced the ease or difficulty of meeting the goal. The Compensation Committee determined that each Named Executive Officer achieved greater than target on their strategic goals. For the CEO, the Compensation Committee evaluated his performance based on the following:
► | Fast growth market sales increased to $83M; year-to-date new product sales achieved $31.5M; multiple development opportunities are in process. |
| Record cash flows were delivered; Organic sales |
► | Acquisitions since 2015 have delivered ROIC > 14%; Successful divestiture of Procon business. |
| ISS Environmental score improved; Sustainalytics score improved; ESG disclosures were implemented and S&P Global was |
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OVERALL ANNUAL INCENTIVE OPPORTUNITY RESULTSFOR NEOSOverall Annual Incentive Opportunity Results for NEOs
The following table shows the overall annual incentive opportunity results for FY 2021.2023. Each executive has the opportunity to participate in the Management Stock Purchase Plan, described below, under which executives can defer a pre-selected percentage of their annual incentive awards into the receipt of RSUs at a 25% discount. Neither Mr. Burns nor Mr. Maschera received any portion of the FY 2023 annual incentive opportunity due to the terminations of their employment.
Target Annual | |||||||||||||||||
Financial | Strategic | Total BPP | Incentive | Annual Incentive | |||||||||||||
Name | Financial Achievement Factor | Strategic Achievement Factor | Total BPP Score | Target Annual Incentive Amount ($) | Annual Incentive Amount ($) | Achievement Factor | Achievement Factor | Score | Amount ($) | Amount ($) | |||||||
David Dunbar | 137.4 | 32.0 | 169.4 | 912,587 | 1,545,922 | 59.7 % | 40.0 % | 99.7 % | 945,440 | 942,604 | |||||||
Ademir Sarcevic | 137.4 | 36.0 | 173.4 | 285,935 | 495,811 | 59.7 % | 45.0 % | 104.7 % | 305,115 | 319,456 | |||||||
Alan J. Glass | 137.4 | 32.0 | 169.4 | 202,241 | 342,595 | ||||||||||||
Paul C. Burns | 91.6 | 65.0 | 156.6 | 202,241 | 316,709 | ||||||||||||
James Hooven | 137.4 | 30.0 | 167.4 | 151,470 | 253,561 | ||||||||||||
Alan Glass | 59.7 % | 30.0 % | 89.7 % | 215,807 | 193,579 | ||||||||||||
Annemarie Bell | 59.7 % | 40.0 % | 99.7 % | 177,587 | 177,054 | ||||||||||||
Sean Valashinas | 59.7 % | 40.0 % | 99.7 % | 97,461 | 97,169 |
Management Stock Purchase Plan
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MANAGEMENT STOCK PURCHASE PLAN
The Compensation Committee believes that while the annual incentive award provides motivation for executives to meet annual performance goals, the Management Stock Purchase Plan (“MSPP”) adds an additional long-term component. Under the MSPP, management at a certain salary level can elect to defer their annual incentive awards into the receipt of restricted stock units (RSUs)(“RSUs”) at a 25% discount, valued at the lower of (i) the closing price of the Company’s common stock on the last business day of the fiscal year (June 30, 2021)2023) or (ii) the closing price of the Company’s common stock on the date on which the annual incentive award is certified by the Compensation Committee (August 17, 2021)15, 2023). Executives must make their election prior to the beginning of the fiscal year and can defer up to 50% of their annual incentive award. These RSUs cliff vest at the end of a 3-year period and the executive receives shares of stock equal to the amount of RSUs granted. Executives accrue dividends, which are paid upon vesting, on the RSUs, but do not have voting rights until the shares underlying the RSUs are delivered. The following table details, for FY 2021,2023, the percent each Named Executive Officer elected to defer under the MSPP, the value of that deferral and the amount of RSUs granted pursuant to the deferral. Neither Mr. Burns nor Mr. Maschera received any portion of the FY 2023 annual incentive opportunity due to the terminations of their employment and thus were unable to participate in the MSPP.
Annual Incentive Award | Amount of the | RSUs Granted | |||||||
Name | Annual Incentive Award Deferred (% of Award) | Amount of the Deferral ($) 1 | RSUs Granted (#) 2 | Deferred (% of Award) | Deferral ($) 1 | (#) 2 | |||
David Dunbar | 50% | 772,961 | 10,858 | 50 % | 471,302 | 4,441 | |||
Ademir Sarcevic | 20% | 99,162 | 1,394 | 20 % | 63,891 | 602 | |||
Alan J. Glass | 50% | 171,298 | 2,407 | ||||||
Paul C. Burns | 0% | - | - | ||||||
James Hooven | 0% | - | - | ||||||
Alan Glass | 50 % | 96,789 | 912 | ||||||
Annemarie Bell | 0 % | - | - | ||||||
Sean Valashinas | 30 % | 29,151 | 274 |
1 | The amount of the deferral is the dollar value of the |
2 | Based on the closing price of the Company’s common stock on June 30, |
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LONG-TERM INCENTIVE PLAN
In 2018, the Company, with the approval of its shareholders, adopted the 2018 Omnibus Incentive Plan (“OIP”). An amended and restated OIP was also approved by shareholders in 2021. The purpose of the OIP is to align executives’ interests with those of shareholders through the annual grant of long-term equity awards. These long-term equity awards reward executives for the Company’s performance over a multi-year period. All long term incentive awards to NEOs for FY 20212023 were made in September 2020August 2022 under the OIP. Prior to the approval of the OIP, the Company granted awards under the 2008 Long Term Incentive Plan (“LTIP”), which expired in October 2018. Certain outstanding award grants were made under the LTIP.
OIP STRUCTUREStructure
The FY 20212023 OIP awards consistsconsist of two types of equity awards: time-vested restricted stock awards (RSAs)(“RSAs”) and performance-basedperformance- based performance share units (PSUs)(“PSUs”). The Compensation Committee selected these equity vehicles for FY 20212023 because each aligns the interests of our Named Executive OfficersNEOs with those of our shareholders, enhances retention of our Named Executive OfficersNEOs and provides the opportunity to meaningfully increase the level of stock ownership by our Named Executive Officers.NEOs. In addition, the PSUs motivate our NEOs and reward achievement of financial metrics (and share performance) that are aligned to our long-term business strategy and build long-term shareholder value.
OIP Component | Description | |||
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Awards of Restricted Stock (“RSAs”) | Time-based, annual pro-rata vesting over a 3-year period | |||
Performance Share Units (“PSUs”) | Cliff vest at the end of a 3-year period at |
For FY 2021 RSA awards,2023 RSAs, the RSARSAs will vest on a pro-rated basis on the 1st, 2nd1st, 2nd and 3rd3rd anniversaries of the grant date, provided that the RSA holder is employed continuously through the particular vest date. Outstanding RSA awardsRSAs from FY 2019 and 2020 grants will vestvested on the 3rd3rd anniversary of the grant, provided that the RSA holder iswas employed continuously through the vest date.The Compensation Committee adjusted the vesting schedule for RSAs granted after FY 2020 based on a review of peer practices and the perspective that pro-ratapro- rata vesting is a more effective tool in attracting and retaining high potential employees. All RSAs will immediately vest upon death, disability or retirement.retirement or in the event of an involuntary termination in connection with a change in control. All RSAs under the OIP and the LTIP are considered beneficially owned by the executive, have voting rights, and earn dividend equivalents, which are paid upon vesting.
Each PSU grant cliff vests at the end of a 3-year performance period based on results achieved against Compensation Committee-approvedCommittee- approved performance metrics. Payouts under the PSU grant may range from 0% to 200% of the target award and are settled in shares of common stock. Payout begins at 50 %50% of target for achieving threshold performance goals. If threshold performance goals are not achieved by the conclusion of the performance period, the PSU award would be forfeited and no shares would be delivered under the award. As noted below, actual achievement may be further modified either upward or downward on a sliding scale of up to 25% of payout, based on the relative TSR performance over the performance period. PSUs are also subject to forfeiture upon termination of employment during the performance period for any reason other than death, disability, retirement or involuntary termination in connection with a change in control.
Additionally, the Compensation Committee has the discretion to grant awards of restricted stock for a variety of reasons, including sign-on bonuses to attract talent and discretionary grants to retain and motivate executives.
The Compensation Committee believes that long-term incentive compensation is essential for retaining and motivating executives. It further believes that providing our executives with long-term incentives will encourage them to operate the Company’s business with a view towards building long-term shareholder value. Based on these considerations, the Compensation Committee, in consultation with its external compensation consultant, establishes (i) the target incentive amounts, (ii) the percentage of the target award that is granted in the form of RSAs and PSUs, and (iii) the performance measures at “threshold,” “target” and “superior” levels.
2023 Proxy Statement45 | ||||||
FY 2021 TARGET INCENTIVE AMOUNTS2023 Target Incentive Amounts
For FY 2021,2023, the Compensation Committee set the target long-term incentive compensation for each Named Executive Officer, expressed as a percentage of the executive’s base salary based on a number of factors, including the Named Executive Officer’s role and responsibilities, internal pay equity, competitive market data and our stated executive compensation objectives and principles. Since the CEO is in the best position to drive overall Company performance, the CEO should have a larger portion of his long-term incentive award be awarded in PSUs as opposed to RSAs. The Compensation Committee set the CEO’s percentage of PSUs at 60% of the target award, while the NEOs PSUsother NEOs’ PSU grants were set at 50% of their target award.
For FY 2021 PSU awards, which will payout in FY 2023 based on achievement of the performance metrics during the FY 2021-2023 performance period, the Compensation Committee granted certain company leaders, including the NEOs, 25% of their target PSU amounts in additional PSU shares. The Compensation Committee factored in the uncertainty surrounding the pandemic, the negative impact of the pandemic on the targets of existing awards and the best way to incentivize management to stay focused on long-term enhancement of shareholder value in determining the appropriate level of PSU awards for each NEO. This enhanced PSU incentive, along with all other PSU awards, is subject to achieving certain goals and further modified by the TSR modifier, as described below.
For FY 2021,2023, the Compensation Committee established the following target long-term incentive awards, with the percentage of such award granted as PSUs for each Named Executive Officer and the enhanced PSU incentive:Officer:
Target Award | Target Award | ||||||||||
Name | Target Award (% of Base Salary) | Target Award Amount ($) | Target Award (% Awarded in PSUs) | Enhanced PSU Incentive Amount ($) | (% of Base Salary) | Target Award Amount ($) | (% Awarded in PSUs) | ||||
David Dunbar
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250%
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2,172,825
| 60% | 325,925 | 300 % | 2,701,257 | 60 % | ||||
Ademir Sarcevic
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150%
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659,850
| 50% | 82,452 | 150 % | 704,112 | 50 % | ||||
Alan J. Glass |
100%
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367,710
| 50% | 45,931 | |||||||
Paul C. Burns |
100%
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367,710
| 50% | 45,931 | |||||||
James Hooven |
50%
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168,300
| 50% | 21,054 | |||||||
Alan Glass | 100 % | 392,376 | 50 % | ||||||||
Annemarie Bell | 70 % | 226,020 | 50 % | ||||||||
Sean Valashinas | 40 % | 111,384 | 50 % | ||||||||
Paul Burns | 100 % | 392,376 | 50 % | ||||||||
Flavio Maschera | 70 % | 269,277 | 50 % |
PERFORMANCE MEASURES
SincePerformance Measures
For the FY 20192021-2023 and applicable for the FYs 2019-2021, FYs 2020-2022, and FYs 2021-2023FY 2022-2024 performance periods, the Compensation Committee usesset a single modified ROIC measure.measure, as calculated using the 5-point average over the last fiscal year of the particular performance period. The modified ROIC measure is calculated by adjusting the denominator to add accumulated depreciation and accumulated amortization and remove goodwill. This ratio reflects the improved efficiency of the Company’s operating assets to generate profits while reducing distortion from the effects of divestitures and acquisitions. The Compensation Committee selected this modified ROIC measure because it reflects the Company’s efforts to improve the quality of earnings, whether they come from organic actions or through inorganic portfolio moves. The measure supports the Committee’s view that improvement in quality of earnings drives shareholder value creation. To more broadly reflect Standex value creation for shareholders relative to other industrial companies, the achievement of the measure will beis adjusted by a relative TSR modifier over the three-year performance period. Specifically, actual awards will beare modified up or down as follows:
If TSR over the three-year performance period is: | Then: | |||
At or above the 75th percentile of the comparator group | The award will be increased | |||
At or above the 25th and below the 75th percentile of the comparator group | No change to the award | |||
Below the 25th percentile of the comparator group | The award will be decreased on a sliding scale starting from 15% up to |
462023 Proxy Statement |
For the FY 2023-2025 performance period, the Compensation Committee changed the metric from the modified ROIC measure to a traditional ROIC measure. However, the Compensation Committee retained the 5-point average over the last fiscal year component of the measurement. The Compensation Committee changed the metric to simplify the calculation without detracting from the Company’s focus on improving quality of earnings. Additionally, while keeping the relative TSR modifier, the Compensation Committee adjusted the modifier as follows:
If TSR over the three-year performance period is: | Then: | |
At or above the 66th percentile of the comparator group | The award will be increased on a sliding scale starting from 15% to 25% | |
At or above the 33rd and below the 66th percentile of the comparator group | No change to the award | |
Below the 33rd percentile of the comparator group | The award will be decreased on a sliding scale starting from 15% up to 25% |
The peer group selected for thisboth of these relative TSR modifier is the S&P 600 Capital Goods Index which the Committee believes is a reasonable proxy to measuring a broad, and therefore consistent, group of companies that will experience similar market influences during the performance period. Our NEOs, therefore, are partially compensated based on how our performance compares to similar investment alternatives when considering total shareholder return performance.
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STATUSOF LONG TERM INCENTIVE PLAN PROGRAMSStatus of Long-Term Incentive Plan Programs
Performance | |||||||||||
Period and | Weighted | ||||||||||
Measure | Performance Levels | Achievement | Status & Commentary | ||||||||
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► | The Modified ROIC, as calculated using a 5-point average from Q4 FY 2022 to Q4 FY 2023, was | ||||||||||
Modified ROIC | ► |
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► | Final payout was certified at |
FY 2020-20222022-2024 awards will be certified in August 2022,2024, while FY 2021-20232023-2025 awards will be certified in August 2023.2025.
As certified by the Compensation Committee, the FY 2019-20212021-2023 performance period ended on June 30, 20212023 and the PSUs granted on September 6, 20182020 vested at 50.74%232.4%, for the following share payouts and value as of the date of certification:certification. Neither Mr. Burns nor Mr. Maschera received any portion of the FY 2021-2023 PSU vesting due to the terminations of their employment.
Name | Shares granted on September 6, 2018 (#) | Shares Vesting (#) | Value of Shares Vesting ($) 1 | |||||||||
David Dunbar |
| 9,344 |
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| 4,741 |
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| 463,385 |
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Ademir Sarcevic 2 |
| - |
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| - |
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| - |
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Alan J. Glass |
| 1,607 |
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| 815 |
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| 79,658 |
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Paul C. Burns |
| 1,607 |
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| 815 |
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| 79,658 |
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James Hooven 3 |
| - |
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| - |
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| - |
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Shares granted on | Shares | Value of Shares | |
Name | September 6, 2020 (#) | Vesting (#) | Vesting ($) 1 |
David Dunbar | 27,709 | 64,395 | 10,541,462 |
Ademir Sarcevic | 7,012 | 16,295 | 2,667,492 |
Alan Glass | 3,907 | 9,079 | 1,486,232 |
Annemarie Bell | 1,339 | 3,111 | 509,271 |
Sean Valashinas | 1,275 | 2,963 | 485,043 |
1 | Based on the stock price on the date the Compensation Committee certified the award, August |
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Retirement Plans Standex Retirement Savings Plan
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RETIREMENT PLANS
STANDEX RETIREMENT SAVINGS PLAN
The Company offers a qualified savings and investment 401(k) plan to most of our non-production U.S.-based employees, including our Named Executive Officers.Officers, other than Mr. Maschera, who is an Italian citizen. This plan provides eligible employees an opportunity to save for retirement on both a pre-tax and after-tax basis up to 100% of their eligible pay subject to annual IRS limits. The Company provides eligible employees with a matching contribution equal to:
► | 100% of the employee’s contribution for the first 3% of the employee’s total compensation (base salary plus annual incentive award); and |
50% of the employee’s contribution for the next 2%. |
The Named Executive Officers, other than Mr. Maschera, as well as employees who are at a location that is covered by the now-frozennow- frozen Standex Pension Plan (see below), receive an additional 1% of their eligible pay as a Company contribution regardless of the amount of the employee’s contribution. Some employees receive an additional sliding scale age-based Company contribution if they were employed with the Company on December 31, 2007 and were of a certain age. All eligible employees are immediately 100% vested in all contributions to this plan.
STANDEX DEFERRED COMPENSATION PLANStandex Deferred Compensation Plan
The Standex Deferred Compensation Plan is a non-qualified, “top hat” and unfunded plan maintained for the purpose of permitting a select group of management and highly compensated employees, including Named Executive Officers, other than Mr. Maschera and Mr. Valashinas, to continue saving for retirement once they can no longer make contributions to the Retirement Savings Plan. If a highly compensated employee reaches the IRS compensation limit for the Retirement Savings Plan, the Deferred Compensation Plan allows the employee to continue to save for retirement under nearnearly identical terms. Eligible employees may defer up to 50% of their base salaries and 100% of their annual bonuses that combined exceed the IRS compensation limit. All Company contributions (match and non-match) are made on the same basis as the Retirement Savings Plan described above.
Deferral elections must be made by December 31st of each year for the upcoming calendar year and all deferral elections are irrevocable. All eligible employees are immediately 100% vested in all contributions to this plan. Employees may elect the timing and form of distribution of the accrued benefits provided that the accrued benefit is greater than $10,000. For accrued benefits of less than $10,000, the distribution will be paid in a lump sum. Distributions will be paid no sooner than six months after termination of employment for our Named Executive Officers, pursuant to the IRC.Internal Revenue Code (“IRC”).
PENSION PLANSPension Plans
The Standex Retirement Plan, a tax-qualified defined benefit pension plan, and the Standex Supplemental Retirement Plan, a non-qualified defined benefit pension plan for highly compensated employees, are the Company’s two pension plans. Both plans were frozen as to future benefit accruals and new participants on December 31, 2007. All of our Named Executive Officers, except for Mr. Valashinas, became employed with the Company after this date or were ineligible to participate and are not accruing benefits under either of these plans.
Mr. Valashinas became employed with the Company on October 22, 2007 and was eligible to participate and accrue benefits under the Standex Retirement Plan. Since the plan was frozen shortly after Mr. Valashinas’ commencement of employment, his accumulated benefit under the plan is $839.30 and thus, de minimus.
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PERQUISITESAND OTHER BENEFITSPerquisites and Other Benefits
EMPLOYMENT AGREEMENTSEmployment Agreements
We have entered into employment agreements with each of the Named Executive Officers. Even though each Named Executive Officer has an employment agreement which sets out an initial term that automatically renews, the executives serve at the will of the Board because the agreements may be terminated for any reason with 30 days’ notice.notice, except for Mr. Maschera, whose particular situation is described below. All of the provisions within the employment agreements were crafted to consider the needs of the Company and the executive’s specific circumstances. The Compensation Committee believes that the employment agreements are an important tool to attract and retain highly qualified executives in a competitive marketplace, while also protecting the Company in the event of an executive’s termination.
In addition to severance provisions, our employment agreements also contain restrictive covenants including a non-compete provision, which precludes an executive from engaging, in any active capacity, in any business other than Standex while they are employed with the Company. This term is vital to ensure that an executive’s attention and focus during their employment is solely on the Company’s business. The non-compete also precludes the executives from engaging in a business that is competitive with the Company. The non-compete clause also contains a non-poaching provision, which restricts a departing executive’s ability to hire then-current employees of the Company. These terms are beneficial to the Company because they safeguard against executives, who know the most about the Company, its businesses, its employees and its markets, using their knowledge to adversely impact the Company after their employment ends.
Until Mr. Maschera’s termination, he had an employment agreement with the Company that incorporated the above aspects. Additionally, Mr. Maschera is an Italian citizen and the employment relationship between Mr. Maschera and the Company was governed by the Contratto Collettivo Nazionale di Lavoro dei Dirigenti Industria (the “Italian NCBA”) and Italian law. Notice periods, severance in lieu of notice, restrictions on termination, and various termination/severance scenarios are prescribed by the Italian NCBA and Italian law. Due to Mr. Maschera’s termination of employment, a settlement agreement was entered into between Mr. Maschera and the Company on June 30, 2023. In exchange for certain payments, as described in more detail in footnote 4 to the “Summary Compensation Table” on PERQUISITESpage 56, Mr. Maschera released all claims in connection with the termination of his employment and agreed to a 2-year non-compete.
Perquisites
We provide a limited number of perquisites to certain Named Executive Officers, including the CEO. The Compensation Committee designed these perquisites to be competitive and assist in attracting and retaining highly qualified executives. Furthermore, these perquisites also assist the Named Executive Officers in performing their responsibilities. For FY 2021,2023, we provided the following perquisites to certain Named Executive Officers: car allowances, reimbursement of automobile operating expenses (such as gas costs, auto insurance, maintenance and repairs), Mr. Dunbar and Mr. DunbarMaschera received reimbursement for tax return preparation and counseling.counseling services, and Mr. Maschera also received a travel expense allowance, as per the Italian NCBA. We do not provide gross ups for any attributed income relating to these perquisites.
CHANGEIN CONTROLChange in Control
Our employment agreements contain provisions governing what happens when there is a change in control. The benefits provided to the Named Executive Officers under these provisions, if payable, are in lieu of any other severance benefits. The Compensation Committee believes that these benefits are important to encourage the executives involved in any negotiation or completion of a change in control transaction to act in the best interest of shareholders, without regard for personal interest.
The severance benefits also promote the financial protection and security of an executive’s long-term incentive compensation arrangements in the event of the loss of their positions following a transaction that involves a change in the ownership or control of the Company. None of the severance benefits are triggered if the executive retains their position or a substantially similar position following a change in control. With equity compensation, if the executive is granted an award that substantially mirrors their then-current award, there is no acceleration of that current equity award. This “double trigger” only provides for a payment of benefits if (i) there is a change in control and (ii) the executive is involuntarily terminated or resigns for a specified “good reason.” The Compensation Committee believes that this is appropriate because if an executive retains their position following a change in control, the impact on the executive is not significant enough to warrant the provision of benefits.
The severance benefits include a lump sum payment equal to a multiple of the executive’s annual base salary and annual incentive bonus, accelerated vesting of all outstanding equity awards under the LTIP or OIP and RSUs under the MSPP and a continuation of life insurance and medical plan benefits for a specified period of time. The Compensation Committee believes that these terms and amounts are customary and reasonable. The Compensation Committee, in consultation with its compensation consultant, periodically reviews these terms to evaluate both their effectiveness and competitiveness.
More detailed information concerning the trigger events and the severance benefits of each Named Executive Officer is discussed below under “Potential Payments upon Termination or Change in Control” starting on page 7062.
2023 Proxy Statement49 | ||||||
CEO PAY RATIO DISCLOSUREOther Compensation Information
As required by the SEC rules, we are providing the following information to show the ratio between the annual total compensation of our CEO in FY 2021 and the annual total compensation of the median employee of the Company.Say-on-Pay
As of June 30, 2021, Standex has approximately 3,718 employees in 64 locations across 24 countries. Approximately 69 % of our employee population is located outside of the United States and approximately 63 % of our global workforce is paid on an hourly basis. These demographics are not substantially different than those used in our last CEO pay ratio disclosure, however the median employee identified in our FY 2020 Proxy Statement, a full-time, hourly employee in our Engraving division, located in the United States, is no longer with Standex, so we identified a new median employee.
To identify our median employee, we used our global employee population as of June 30, 2021, which included all global full-time, part-time and temporary employees, including newly hired employees, that were employed on that date. To determine the median employee, we used base annual salary during the period from July 1, 2020 through June 30, 2021 and all international employees’ base annual salaries were converted to USD from local currencies using exchange rates for the month ending June 30, 2021. Our median employee for FY 2021 is an hourly employee in our Electronics division, located in the United States.
For FY 2021, our median employee’s total compensation was $27,206, calculated in accordance with Item 402(c)(2)(x) of Reg. S-K. Our CEO’s annual total compensation for FY 2021, as reported and detailed in the Summary Compensation Table was $5,784,732. Based on this information, the ratio of these two annual total compensations was estimated to be 213 to 1.
SAY-ON-PAY
Stockholders are afforded the opportunity to cast an advisory vote on an annual basis with respect to the total compensation of our Named Executive Officers. At the 20202022 annual meeting, 97.4 %98.1% of the votes cast on the advisory proposal were voted in its favor. After reviewing the results, the Compensation Committee decided to continue to apply the same general philosophy, compensation objectives and governing principles that it used in FY 2020.2022.
CLAWBACK PROVISIONClawback Provision
In the event that the Company’s financial results for any reporting period require restatement so that the period’s financial performance measures are not met, and the restatement is necessary due to the executives’ misconduct, the OIP and LTIP givegives our Board the discretion and authority to “claw-back” or cancel unpaid annual and long-term incentive awards and to recover excess annual and long-term incentive awards that have been paid to any executive officer. The Compensation Committee adopted a new clawback policy in July 2023 to be in line with new SEC rules and forthcoming NYSE guidelines.
POLICY CONCERNING TRANSACTIONS INVOLVING COMPANY SECURITIES (ANTI-HEDGING POLICYPolicy Concerning Transactions Involving Company Securities (Anti-Hedging Policy & ANTI-PLEDGING POLICY)Anti-Pledging Policy)
The Company’s anti-hedging and anti-pledging policy prohibits all named executive officersNamed Executive Officers from engaging in certain transactions involving the Company’s securities. Specifically, they are prohibited from engaging in transactions that are intended to offset, in whole or in part, potential loss in value of Company securities. These transactions include, but are not limited to, hedging transactions, buying or selling put or call options, and short sales. In addition, the policy prohibits pledging Company securities. No Named Executive Officer has entered into any such prohibited transaction.
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Stock Ownership Guidelines
STOCK OWNERSHIP GUIDELINES
The Compensation Committee believes that Company executives, including the Named Executive Officers, should have at least a minimum level of Company stock ownership to align their interests with those of Company shareholders. The Compensation Committee has adopted stock ownership guidelines through a competitive analysis prepared by management and reviewed by the compensation consultant. These guidelines require the CEO to maintain stock ownership valued at five times his or her base salary and require all other executives to maintain stock ownership valued at two times their base salary. Additionally, the guidelines require all non-executive Vice Presidents, Group Presidents and Division Presidents to maintain stock ownership valued at one times their base salary. Until an executive has attained the requisite stock ownership level, the executive is expected to retain at least 50% of the shares they are awarded, net of amounts required to pay taxes. To determine if the guideline amount is met, shares are valued at the average stock price during the 4th quarter of the prior fiscal year. Shares that are either owned outright or are unvested RSAs are considered owned for the purpose of the guidelines. Neither PSUs awarded under the OIP or the LTIP nor RSUs granted pursuant to a deferral under the MSPP are considered in the calculation of stock ownership.
The required amount under the guidelines is recalculated annually or whenever an executive receives an increase in pay. The Compensation Committee monitors compliance with these stock ownership guidelines on an ongoing basis. The following table shows the stock ownership requirements for each Named Executive Officer.
Stock Ownership | |||||||||||
Guideline Amount (% of Annual | Required Ownership on | Actual Stock Ownership as | |||||||||
Name | Stock Ownership Guideline Amount (% of Annual Base Salary) | Required Ownership on June 30, 2021 (#) 1 | Actual Stock Ownership (#) | Base Salary) | June 30, 2023 (#) 1 | of June 30, 2023 (#) | |||||
David Dunbar |
| 500% |
| 44,839 | 94,855 | 500 % | 34,100 | 89,794 | |||
Ademir Sarcevic |
| 200% |
| 9,078 | 15,148 | 200 % | 7,111 | 9,720 | |||
Alan J. Glass |
| 200% |
| 7,588 | 13,689 | ||||||
Paul C. Burns |
| 200% |
| 7,588 | 16,183 | ||||||
James Hooven 2 |
| 200% |
| 6,946 | 4,949 | ||||||
Alan Glass | 200 % | 5,944 | 17,780 | ||||||||
Annemarie Bell | 200 % | 4,891 | 4,431 | ||||||||
Sean Valashinas | 200 % | 4,218 | 5,832 |
1 | Based on the average price of the Company’s common stock between April 1, |
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502023 Proxy Statement | ||||||
Basis for Determining Executive Compensation
BASISFOR DETERMINING EXECUTIVE COMPENSATION
The Compensation Committee uses a multi-faceted approach to designing the executive compensation program. The approach includes the use of the independent compensation consultant to advise the Compensation Committee on the selection of an appropriate peer group, analysis of the peer group’s practices and compensation levels and recommendations for the Compensation Committee to consider. Compensation levels for specific executives are based on various factors, including the executive’s experience, individual accomplishments and the breadth of the executive’s organizational responsibilities. The Compensation Committee discusses the program with the CEO and the VP ofChief Human Resources Officer to determine the effectiveness of the program in terms of achieving our stated objectives, including whether the current program is achieving desired motivational effects and properly incentivizing the executives.
EXECUTIVE COMPENSATION CONSULTANTExecutive Compensation Consultant
In FY 2021,2023, the Compensation Committee retained the same independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), which has assisted the Compensation Committee since 2015. Meridian is an internationally recognized executive compensation consulting firm. No other compensation consultant was engaged in FY 2021.2023.
Meridian was retained to assist the Compensation Committee in the development of a compensation peer group and to advise the Compensation Committee on our existing executive compensation program. Meridian provided research, data analyses, survey information and design expertise as part of its services. Meridian also notified the Compensation Committee of regulatory developments and market trends relating to executive compensation practices. Meridian did not determine noror recommend the exact amount of compensation for any Named Executive Officer. From time to time, Meridian also performs an analysis of independent director compensation.
For FY 2021,2023, Meridian conducted a competitive assessment of our executive compensation program (including design, features and target pay opportunities) against our compensation peer group. Based on Meridian’s assessment, the Compensation Committee determined that our executive compensation program is reasonable and appropriate when compared to our peer group.
The Compensation Committee, in determining whether to continue retaining Meridian for FY 2021,2023, assessed Meridian’s independence under the NYSE’s listing standards. Meridian provided the Compensation Committee with confirmation of its independent status under the NYSE’s standards. As such, the Compensation Committee believes that Meridian is independent and that there is no conflict of interest between Meridian and the Company, the Company executives, the Compensation Committee or its members.
PEER GROUPPeer Group
The following selection criteria were used to establish the Company’s FY 20212023 compensation peer group:
► | The company should be an industrial and technology manufacturing company; |
|
The company should have revenues between |
► | The company should have multiple business units; and |
► | The company should |
|
Based on this selection criteria, our FY 20212023 peer group consisted of the following 1917 companies:
Albany International Corporation | Enpro Industries, Inc. | L.B. Foster Company | ||
Altra Industrial Motion Corporation | ESCO Technologies, Inc. | NN, Inc. | ||
| Franklin Electric Co., Inc. | Proto Labs, Inc. | ||
| Helios Technologies, Inc. | RBC Bearings, Inc. | ||
| Hurco Companies, Inc. | TriMas Corporation | ||
| Kadant, Inc. |
|
Enerpac Tool Group Corp.
L.B. Foster Company
Enpro Industries, Inc.
Lydall, Inc.
The Compensation Committee, with Meridian’s assistance, routinely reviews the selection criteria and the peer group companies to achieve a relative size positioning that is within a competitive range of median, that is, between the 40th40th and 60th60th percentile of the peer group companies. As a result of the comprehensive analysis for FY 2021, two companies (Hurco Companies, Inc. and Proto Labs, Inc.) were added.
For FY 2023 compensation, Lydall, Inc. and Welbilt, Inc. were removed from the FY 2022 peer group due to actual or pending acquisitions. In April 2023, the Compensation Committee has decidedreviewed the peer group and, for FY 2024, removed Altra Industrial Motion Corporation, due to keepit being acquired, and Franklin Electric Co., Inc., due to business fit and revenue range. Since this brought the same peer group.group down to 15 companies, 4 additional companies were then added (Astronics Corporation; Columbus McKinnon Corporation; CTS Corporation; and Vishay Precision Group, Inc.).
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Risk in Compensation Programs
The Compensation Committee regularly monitors and reviews the executive compensation program to determine the program’s effectiveness at achieving the stated objectives and principles. In August 2021,2023, the Compensation Committee conducted its annual review of the executive compensation policies and practices and assessed whether the current incentives could lead to excessive or inappropriate risk taking by the executives. Following the review, the Compensation Committee concluded that the Company’s executive compensation program elements, when considered both separately and as a whole, are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Compensation Committee noted the following factors:
► | Compensation elements are mixed.The executive compensation program has a balanced mix of base salary, annual cash incentive awards and long-term equity incentive awards. The |
► | Incentive award metrics contain both short and long-term goals.The annual incentive award is contingent upon the attainment of pre-established short-term corporate, business and financial objectives, while the long-term incentive award is based on long-term stock growth as well as the attainment of financial performance goals. This balance between short and long-term goals reduces the incentive to prioritize short-term |
► | Short-term and long-term performance metrics differ.The performance metrics used to determine the amount of annual incentive awards are different than the performance metrics used to determine the amount of |
► | Annual incentive awards are capped.The total annual incentive award is capped at 200% of target, which reduces the incentive |
► | Long-term incentives are completely equity-based.All long-term incentive awards are paid in the form of shares and are only paid if an executive remains employed with the Company at the time of vesting. This practice aligns the executive’s interests with those of shareholders and reduces the likelihood that an executive |
► | Long-term performance metrics are based on corporate objectives.The performance metrics for long-term incentive awards are based on overall corporate performance rather than individual business unit performance. This reduces the risk that business unit |
► | Incentives have performance thresholds.The annual incentive award and the PSUs granted under the |
► | Compensation is benchmarked.The Compensation Committee benchmarks compensation against the peer group to ensure that the compensation program elements and payout levels |
► |
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Compensation can be recouped.The Board is empowered to “claw-back” any portion of the annual or long-term incentive compensation attributable to |
► | Executives have ownership requirements.Our executives are subject to stock ownership guidelines, which require executives to maintain ownership of a certain amount of Company stock during their employment. This encourages executives to |
522023 Proxy Statement |
REPORTOFTHE COMPENSATION COMMITTEECompensation Committee Interlocks and Insider Participation in Compensation Decisions
Prior to the 2022 annual meeting, the members of the Compensation Committee were Charles H. Cannon, Jr., Thomas E. Chorman, Jeffrey S. Edwards and Michael A. Hickey. As of October 27, 2022, the Compensation Committee membership was realigned and the members became: Robin J. Davenport, B. Joanne Edwards, Jeffrey S. Edwards, and Michael A. Hickey.
None of these directors has ever been an employee or officer of the Company. None of our executive officers serves as a member of the board of directors or on the compensation committee of any other entity that has had any executive officer serving as a member of our Board or Compensation Committee.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with management. Based on that review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Jeffrey S. Edwards, Chair
2023 Proxy Statement53 |
Charles H. Cannon, Jr.Compensation Tables
Thomas E. Chorman
Michael A. Hickey
COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATIONIN COMPENSATION DECISIONS
During FY 2021, the members of theSummary Compensation Committee were Charles H. Cannon, Jr., Thomas E. Chorman, Jeffrey S. Edwards and Michael A. Hickey.Table
None of these directors have ever been an employee or officer of the Company. None of our executive officers serve as a member of the board of directors or on the compensation committee of any other entity that has had any executive officer serving as a member of our Board or Compensation Committee.
The following table sets forth compensation information for fiscal years 2019, 20202021, 2022 and 20212023 for our Named Executive Officers – the individuals who served during FY 20212023 as CEO and CFO and three other highly compensated executive officers of the Company. Additionally, the table contains compensation information for Mr. Burns and Mr. Maschera, who both would have been our NEOs if not for the termination of their employment prior to June 30, 2023.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) 1 | Non-Equity Incentive Plan Compensation ($) 2 | Change in Value and ($) 3 | All Other Compensation ($) 4 | Total ($) | ||||||||||||||||||||||||
David Dunbar President and CEO
| 2021 | 864,870 | - | 3,681,435 | 772,961 | 355,262 | 110,204 | 5,784,732 | ||||||||||||||||||||||||
2020 | 845,884 | - | 2,631,221 | 335,510 | 86,932 | 105,138 | 4,004,684 | |||||||||||||||||||||||||
2019 | 821,246 | - | 2,042,329 | 240,177 | (2,274 | ) | 144,820 | 3,246,298 | ||||||||||||||||||||||||
Ademir Sarcevic 5 Vice President, CFO and Treasurer
| 2021 | 433,675 | - | 894,037 | 396,649 | 949 | 26,638 | 1,751,948 | ||||||||||||||||||||||||
2020 | 336,521 | 200,000 6 | 1,218,302 | 149,400 | - | 93,896 | 1,998,119 | |||||||||||||||||||||||||
2019 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Alan J. Glass Vice President, CLO and Secretary
| 2021 | 365,907 | - | 675,728 | 171,298 | 7,470 | 33,680 | 1,254,084 | ||||||||||||||||||||||||
2020 | 357,875 | - | 471,528 | 74,353 | 539 | 19,422 | 923,717 | |||||||||||||||||||||||||
2019 | 347,443 | - | 426,772 | 53,226 | 231 | 14,787 | 842,459 | |||||||||||||||||||||||||
Paul C. Burns VP of Strategy and Business Development
| 2021 | 365,907 | - | 413,611 | 316,709 | - | 28,732 | 1,124,959 | ||||||||||||||||||||||||
2020 | 357,875 | - | 415,570 | 147,517 | 7,963 | 29,250 | 958,175 | |||||||||||||||||||||||||
2019 | 342,068 | - | 609,530 | 165,088 | 527 | 22,337 | 1,139,550 | |||||||||||||||||||||||||
James Hooven 7 VP of Operations and Supply Chain
| 2021 | 334,950 | - | 189,251 | 253,561 | - | 15,840 | 793,602 | ||||||||||||||||||||||||
2020 | 123,749 | 25,000 8 | 299,950 | 83,531 | - | 7,175 | 539,405 | |||||||||||||||||||||||||
2019 | - | - | - | - | - | - | - |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) 1 | Non-Equity Incentive Plan Compensation ($) 2 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) 3 | All Other Compensation ($) 4 | Total ($) | |||||||||||||||||||||
David Dunbar | 2023 | 892,597 | - | 3,405,266 | 471,302 | 164,579 | 164,853 | 5,098,597 | |||||||||||||||||||||
President and CEO | 2022 | 869,130 | - | 3,435,322 | 675,770 | - | 155,513 | 5,135,735 | |||||||||||||||||||||
2021 | 864,870 | - | 3,681,435 | 772,961 | 355,262 | 110,204 | 5,784,732 | ||||||||||||||||||||||
Ademir Sarcevic | 2023 | 465,330 | - | 799,455 | 255,565 | 3,341 | 46,848 | 1,570,539 | |||||||||||||||||||||
Vice President, CFO | 2022 | 449,798 | - | 679,507 | 447,954 | - | 29,098 | 1,606,357 | |||||||||||||||||||||
and Treasurer | 2021 | 433,675 | - | 894,037 | 396,649 | 949 | 26,638 | 1,751,948 | |||||||||||||||||||||
Alan Glass | 2023 | 388,967 | - | 536,910 | 96,789 | 7,507 | 52,462 | 1,082,635 | |||||||||||||||||||||
Vice President, CLO | 2022 | 375,984 | - | 607,643 | 148,003 | - | 51,037 | 1,182,666 | |||||||||||||||||||||
and Secretary | 2021 | 365,907 | - | 675,728 | 171,298 | 7,470 | 33,680 | 1,254,084 | |||||||||||||||||||||
Annemarie Bell 5 | 2023 | 311,512 | - | 225,923 | 177,054 | 126 | 19,689 | 734,304 | |||||||||||||||||||||
Chief Human | 2022 | - | - | - | - | - | - | - | |||||||||||||||||||||
Resources Officer | 2021 | - | - | - | - | - | - | - | |||||||||||||||||||||
Sean Valashinas 6 | 2023 | 275,783 | - | 154,791 | 68,018 | - | 18,140 | 516,731 | |||||||||||||||||||||
Vice President, Chief | 2022 | - | - | - | - | - | - | - | |||||||||||||||||||||
Accounting Officer | 2021 | - | - | - | - | - | - | - | |||||||||||||||||||||
Paul Burns 7 | 2023 | 285,088 | 175,000 8 | 392,302 | - | 4,688 | 24,155 | 881,233 | |||||||||||||||||||||
Former VP of Strategy and | 2022 | 375,984 | - | 451,256 | 265,769 | - | 20,164 | 1,113,173 | |||||||||||||||||||||
Business Development | 2021 | 365,907 | - | 413,611 | 316,709 | - | 28,732 | 1,124,959 | |||||||||||||||||||||
Flavio Maschera 9 | 2023 | 292,824 | - | 245,835 | - | - | 1,312,086 | 1,850,745 | |||||||||||||||||||||
Former VP, Chief Innovation | 2022 | 348,312 | - | 432,713 | 123,056 | - | 14,753 | 918,834 | |||||||||||||||||||||
& Technology Officer | 2021 | - | - | - | - | - | - | - |
Footnotes on following pages.
542023 Proxy Statement |
1 | This column includes the grant date fair value (calculated in accordance with FASB ASC 718) of the long-term incentive awards under the Company’s long-term incentive program (RSAs and PSUs) and RSUs that an executive received pursuant to a deferral election under the MSPP. The assumptions used in the valuation of the RSUs received pursuant to a deferral election under the |
Risk-free interest rate: | ||
Expected life of option grants: | 3 years | |
Expected stock value volatility: | ||
Expected quarterly dividends: | $ |
The grant date fair value of these three separate equity awards is as follows:
Grant Date Fair Value of Annual Incentive Deferred Pursuant to MSPP ($) | Grant Date Fair Value of under the OIP ($) | Grant Date Fair Value of Performance Share Unit Awards under the OIP ($) | Total ($) | |||||||||||||
David Dunbar | 1,182,774 | 869,094 | 1,629,566 | �� | 3,681,435 | |||||||||||
Ademir Sarcevic | 151,737 | 329,924 | 412,376 | 894,037 | ||||||||||||
Alan J. Glass | 242,312 | 183,840 | 229,771 | 655,922 | ||||||||||||
Paul C. Burns | - | 183,840 | 229,771 | 413,611 | ||||||||||||
James Hooven | - | 84,098 | 105,152 | 189,251 |
Grant Date Fair Value of Annual Incentive Deferred Pursuant to MSPP ($) | Grant Date Fair Value of Restricted Stock Awards under the OIP ($) | Grant Date Fair Value of Performance Share Unit Awards under the OIP ($) | Total ($) | |||||||||||||
David Dunbar | 704,149 | 1,080,409 | 1,620,709 | 3,405,266 | ||||||||||||
Ademir Sarcevic | 95,457 | 351,999 | 351,999 | 799,455 | ||||||||||||
Alan Glass | 144,608 | 196,151 | 196,151 | 536,910 | ||||||||||||
Annemarie Bell | - | 112,961 | 112,961 | 225,923 | ||||||||||||
Sean Valashinas | 43,552 | 55,619 | 55,619 | 154,791 | ||||||||||||
Paul Burns a | - | 196,151 | 196,151 | 392,302 | ||||||||||||
Flavio Maschera b | - | 122,917 | 122,917 | 245,835 |
| In connection with Mr. Burns’ termination, he forfeited all unvested equity awards that he held at the time, including all previously granted RSAs and PSUs. |
b | Mr. Maschera’s grants under the OIP are based on his FY 2023 base salary as converted from Euros to USD using the August 23, 2022 exchange rate of 0.9971. In connection with his termination, he forfeited all unvested equity awards that he held at the time, including all previously granted RSAs and PSUs. |
1 (continued)
The value of performance-based awards is based on the probable outcome of the performance conditions as of the grant date. The payout for 2019FY 2021 grants was 50.1 %232.4% of the target levels. The payout for 2020FY 2022 and 2021FY 2023 grants will be determined in FY 2024 and FY 2025, respectively. The probable outcome for FY 2021, FY 2022 and FY 2023 respectively. The outcome for 2019, 2020 and 2021 grants of performance-based awards was estimated at the target payout level, or 100 %.100%, at the time of grant. The following table shows the grant date fair value of the performance share units granted in 2021FY 2023 at the target level included in the Summary Compensation Table above and the potential maximum grant date fair value. As described in the Compensation Discussion and Analysis, awards have a maximum payout level of 200 %200% and are further subject to the TSR modifier, which, at its maximum level, can increase the payout by a further 25 %,25% of payout, for a combined maximum payout level of 250 %250% of target.
Grant Date Fair Value of Performance Share Awards under the OIP ($) | Potential Maximum Grant Date Fair Value ($) | |||||||
David Dunbar |
| 1,629,566 |
|
| 4,073,916 |
| ||
Ademir Sarcevic |
| 412,376 |
|
| 1,030,939 |
| ||
Alan J. Glass |
| 229,771 |
|
| 574,427 |
| ||
Paul C. Burns |
| 229,771 |
|
| 574,427 |
| ||
James Hooven |
| 105,152 |
|
| 262,881 |
|
Grant Date Fair Value of Performance Share Awards under the OIP ($) | Potential Maximum Grant Date Fair Value ($) | |||||||
David Dunbar | 1,620,709 | 4,051,772 | ||||||
Ademir Sarcevic | 351,999 | 879,998 | ||||||
Alan Glass | 196,151 | 490,377 | ||||||
Annemarie Bell | 112,961 | 282,404 | ||||||
Sean Valashinas | 55,619 | 139,048 | ||||||
Paul Burns a | 196,151 | 490,377 | ||||||
Flavio Maschera b | 122,917 | 307,293 |
a | In connection with Mr. Burns’ termination, he forfeited all unvested equity awards that he held at the time, including all previously granted PSUs. |
b | Mr. Maschera’s PSU grant is based on his FY 2023 base salary as converted from Euros to USD using the August 23, 2022 exchange rate of 0.9971. In connection with his termination, he forfeited all unvested equity awards that he held at the time, including all previously granted PSUs. |
2 | This column shows the amounts earned in cash under our annual incentive opportunity. Some of our Named Executive Officers elected to defer a portion of their annual incentive |
3 | This column includes the above-market earnings of the Named Executive Officer’s accumulated benefit under the Standex Deferred Compensation Plan. |
|
401(k) Contributions ($) | Non-qualified Deferred Compensation Contribution ($) | Life Insurance Premium ($) | Perquisites & Personal Benefits ($) a | Total ($) | ||||||||||||||||
David Dunbar |
| 14,500 |
|
| 62,295 |
|
| 13,407 |
|
| 20,003 |
|
| 110,204 |
| |||||
Ademir Sarcevic |
| 9,698 |
|
| 3,230 |
|
| 1,710 |
|
| 12,000 |
|
| 26,638 |
| |||||
Alan J. Glass |
| 10,240 |
|
| 6,538 |
|
| 4,902 |
|
| 12,000 |
|
| 33,680 |
| |||||
Paul C. Burns |
| 12,917 |
|
| 13,085 |
|
| 2,731 |
|
| - |
|
| 28,732 |
| |||||
James Hooven |
| 12,528 |
|
| 1,159 |
|
| 2,154 |
|
| - |
|
| 15,840 |
|
4 | This column includes the following compensation: |
|
|
| |||||
401(k) Contributions ($) | Non-qualified Deferred Compensation Contribution ($) | Life Insurance Premium ($) | Perquisites & Personal Benefits ($) a | Severance ($) b | Holiday ($) c | Total ($) | |
David Dunbar | 16,500 | 95,707 | 16,236 | 36,410 | - | - | 164,853 |
Ademir Sarcevic | 9,336 | 23,802 | 1,710 | 12,000 | - | - | 46,848 |
Alan Glass | 15,591 | 18,658 | 6,213 | 12,000 | - | - | 52,462 |
Annemarie Bell | 11,585 | 1,892 | 6,213 | - | - | - | 19,689 |
Sean Valashinas | 15,518 | - | 2,622 | - | - | - | 18,140 |
Paul Burns | 17,047 | 3,898 | 3,210 | - | - | - | 24,155 |
Flavio Maschera | - | - | 2,714 | 14,086 | 1,262,327 | 32,959 | 1,312,086 |
a | Mr. Dunbar has an automobile allowance of which he used |
b | Mr. |
c | Mr. Maschera also received a payout of accrued but unused vacation time in the amount of €30,199. The value reported herein is converted from Euro to USD based on the June 30, 2023 exchange rate of 1.0914. |
5 | Compensation for Ms. Bell is provided only for FY 2023 because she was not an NEO for FY 2022 or FY 2021. |
6 | Compensation for Mr. Valashinas is provided only for FY 2023 because he was not an NEO for FY 2022 or FY 2021. |
7 | Mr. Burns’ employment with Standex terminated on March 24, 2023 and as a result, Mr. Burns ceased to participate in the Company’s annual incentive program and did not receive an FY 2023 annual incentive award. In addition, Mr. Burns forfeited all unvested equity awards he held at the time and ceased to participate in the OIP. Mr. Burns did receive the cash value of deferrals of prior annual incentive awards under the MSPP. Such values are not reported here as they were accounted for in prior fiscal years. |
8 | Mr. Burns received a one-time cash bonus for the successful divestiture of the Procon business. |
9 | Mr. Maschera was promoted to an officer of the Company on |
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562023 Proxy Statement | ||||||
Grants of Plan-Based Awards
The following table sets forth information with respect to FY 20212023 plan-based awards granted to our Named Executive Officers for the year ended June 30, 2021.2023.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards 2 | Estimated Payouts Under Equity Incentive Plan Awards 3 | All Other Stock Awards: | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares of | |||||||||||||||||||||||||||||||||||||||||||||||||||
Grant | Action | Estimated Future Payouts Under Plan Awards 2 | Estimated Payouts Under Equity Incentive | All Other of Stock or | Total | Grant | Action | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Total | ||||||||||||||||||||||||||||||||||||
Name |
Threshold | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Date | Date 1 | ($) | (#) | Units 4 | ($) 5 | |||||||||||||||||||||||||||||||||||||||
David Dunbar | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive |
| 456,293 |
|
| 912,587 |
|
| 1,825,173 |
| 472,720 | 945,440 | 1,890,880 | |||||||||||||||||||||||||||||||||||||||
OIP - PSU |
| 9/6/20 |
|
| 13,855 |
|
| 27,709 |
|
| 55,418 |
|
| 1,629,566 |
| 8/23/22 | 8,465 | 16,930 | 33,860 | 1,620,709 | |||||||||||||||||||||||||||||||
OIP - RSA |
| 9/6/20 |
|
| 14,778 |
|
| 869,094 |
| 8/23/22 | 11,286 | 1,080,409 | |||||||||||||||||||||||||||||||||||||||
Ademir Sarcevic | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive |
| 142,968 |
|
| 285,935 |
|
| 571,870 |
| 152,558 | 305,115 | 610,230 | |||||||||||||||||||||||||||||||||||||||
OIP - PSU |
| 9/6/20 |
|
| 3,506 |
|
| 7,012 |
|
| 14,024 |
|
| 412,376 |
| 8/23/22 | 1,839 | 3,677 | 7,354 | 351,999 | |||||||||||||||||||||||||||||||
OIP - RSA |
| 9/6/20 |
|
| 5,610 |
|
| 329,924 |
| 8/23/22 | 3,677 | 351,999 | |||||||||||||||||||||||||||||||||||||||
Alan J. Glass | |||||||||||||||||||||||||||||||||||||||||||||||||||
Alan Glass | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive |
| 101,120 |
|
| 202,241 |
|
| 404,481 |
| 107,903 | 215,807 | 431,614 | |||||||||||||||||||||||||||||||||||||||
OIP - PSU |
| 9/6/20 |
|
| 1,954 |
|
| 3,907 |
|
| 7,814 |
|
| 229,771 |
| 8/23/22 | 1,025 | 2,049 | 4,098 | 196,151 | |||||||||||||||||||||||||||||||
OIP - RSA |
| 9/6/20 |
|
| 3,126 |
|
| 183,840 |
| 8/23/22 | 2,049 | 196,151 | |||||||||||||||||||||||||||||||||||||||
Paul C. Burns | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annemarie Bell | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive |
| 101,120 |
|
| 202,241 |
|
| 404,481 |
| 88,793 | 177,587 | 355,174 | |||||||||||||||||||||||||||||||||||||||
OIP - PSU |
| 9/6/20 |
|
| 1,954 |
|
| 3,907 |
|
| 7,814 |
|
| 229,771 |
| 8/23/22 | 590 | 1,180 | 2,360 | 112,961 | |||||||||||||||||||||||||||||||
OIP - RSA |
| 9/6/20 |
|
| 3,126 |
|
| 183,840 |
| 8/23/22 | 1,180 | 112,961 | |||||||||||||||||||||||||||||||||||||||
James Hooven | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sean Valashinas | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive |
| 75,735 |
|
| 151,470 |
|
| 302,940 |
| 48,731 | 97,461 | 194,922 | |||||||||||||||||||||||||||||||||||||||
OIP - PSU |
| 9/6/20 |
|
| 894 |
|
| 1,788 |
|
| 3,576 |
|
| 105,152 |
| 8/23/22 | 291 | 581 | 1,162 | 55,619 | |||||||||||||||||||||||||||||||
OIP - RSA |
| 9/6/20 |
|
| 1,430 |
|
| 84,098 |
| 8/23/22 | 581 | 55,619 | |||||||||||||||||||||||||||||||||||||||
Paul Burns | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive | 107,903 | 215,807 | 431,614 | ||||||||||||||||||||||||||||||||||||||||||||||||
OIP - PSU | 8/23/22 | 1,025 | 2,049 | 4,098 | 196,151 | ||||||||||||||||||||||||||||||||||||||||||||||
OIP - RSA | 8/23/22 | 2,049 | 196,151 | ||||||||||||||||||||||||||||||||||||||||||||||||
Flavio Maschera | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive 6 | 101,542 | 203,084 | 406,168 | ||||||||||||||||||||||||||||||||||||||||||||||||
OIP - PSU 7 | 8/23/22 | 642 | 1,284 | 2,568 | 122,917 | ||||||||||||||||||||||||||||||||||||||||||||||
OIP - RSA 8 | 8/23/22 | 1,284 | 122,917 |
1 | The date on which the Compensation Committee took action for the grant of all of the plan-based awards was 8/ |
2023 Proxy Statement57 |
2 | The amounts in these columns indicate the threshold, target and maximum amounts payable under the annual incentive |
The amounts reported herein do not take into account any deferral elections under the MSPP. Prior to June 30, 2022, most of our Named Executive Officers elected to defer a portion of their annual incentive opportunity into the receipt of discounted shares under the MSPP. Such shares were delivered on August 23, 2023, and, for accounting purposes, are considered stock grants in FY 2024.
The amount the executives actually received and the amounts they elected to defer for FY 2023 are discussed under the “Annual Incentive Opportunity” and “Management Stock Purchase Plan” sections of the CD&A.
3 | The amounts in these columns indicate the threshold, target and maximum amounts payable under the OIP for PSUs. The OIP PSU amounts are based on the achievement of specific financial performance metrics over a three-year performance period. Payouts range from 50% of target for the attainment of threshold levels, to 200% of target for the attainment of superior performance levels, subject to a relative TSR modifier, as explained in the CD |
4 | The amounts shown in this column reflect the number of RSAs granted to each Named Executive Officer pursuant to the OIP. |
5 | These amounts represent the grant date fair value, as determined under FASB ASC Topic 718. For the PSU awards under the OIP, the fair value assumes performance and payout at the target |
6 | Mr. Maschera’s annual incentive opportunity values are based on his FY 2023 base salary of €352,465 as converted from Euros to USD using the June 30, 2022 exchange rate of 1.0476. |
7 | Mr. Maschera’s PSU grant is based on his FY 2023 base salary of €352,465 as converted from Euros to USD using the August 23, 2022 exchange rate of 0.9971. |
8 | Mr. Maschera’s RSA grant is based on his FY 2023 base salary of €352,465 as converted from Euros to USD using the August 23, 2022 exchange rate of 0.9971 |
Outstanding Equity Awards at Fiscal Year End
OUTSTANDING EQUITY AWARDSAT FISCAL YEAR END
The following table sets forth information with respect to equity awards that were outstanding as of June 30, 2021.2023. The Company has not awarded stock options since 2003 and there are no outstanding option awards. Neither Mr. Burns nor Mr. Maschera had any outstanding equity awards on June 30, 2023 due to the termination of their employment.
Stock Awards | Stock Awards | |||||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) 1 | Market Value of Shares or Units of Stock That Have Not Vested ($) 2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) 3 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 4 | Number of Shares or Units of Stock That Have Not Vested (#) 1 | Market Value of Shares or Units of Stock That Have Not Vested ($) 2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) 3 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 4 | ||||||||||||
David Dunbar |
| 54,956 |
|
| 4,282,411 |
|
| 91,744 |
|
| 8,707,423 |
| 116,214 | 14,656,628 | 62,426 | 8,831,406 | ||||
Ademir Sarcevic |
| 13,658 |
|
| 1,258,947 |
|
| 22,870 |
|
| 2,170,592 |
| 26,357 | 3,592,222 | 14,122 | 1,997,839 | ||||
Alan J. Glass |
| 11,872 |
|
| 921,937 |
|
| 12,936 |
|
| 1,227,756 |
| ||||||||
Paul C. Burns |
| 11,611 |
|
| 966,732 |
|
| 12,936 |
|
| 1,227,756 |
| ||||||||
James Hooven |
| 3,870 |
|
| 367,302 |
|
| 3,576 |
|
| 339,398 |
| ||||||||
Alan Glass | 19,884 | 2,419,416 | 7,870 | 1,113,369 | ||||||||||||||||
Annemarie Bell | 5,201 | 735,762 | 4,016 | 568,144 | ||||||||||||||||
Sean Valashinas | 5,855 | 729,705 | 2,228 | 315,195 |
1 | The outstanding stock awards presented in this column include: RSAs awarded under the OIP, |
Vest Date | David Dunbar | Ademir Sarcevic | Alan J. Glass | Paul C. Burns | James Hooven | |||||||||||||||
9/6/2021 | 20,565 | 1,870 | 4,473 | 5,740 | 1,291 | |||||||||||||||
9/9/2021 | - | 2,760 | - | - | - | |||||||||||||||
2/17/2022 | - | - | - | - | 2,440 | |||||||||||||||
9/6/2022 | 21,692 | 6,293 | 4,635 | 4,402 | 477 | |||||||||||||||
9/6/2023 | 12,699 | 2,735 | 2,764 | 1,469 | 477 | |||||||||||||||
Total | 54,956 | 13,658 | 11,872 | 11,611 | 4,685 |
Vest Date | David Dunbar | Ademir Sarcevic | Alan Glass | Annemarie Bell | Sean Valashinas |
8/23/2023 | 6,936 | 2,353 | 1,312 | 669 | 371 |
9/6/2023 | 77,095 | 19,031 | 11,844 | 3,469 | 3,709 |
8/23/2024 | 17,794 | 3,747 | 3,718 | 669 | 927 |
8/23/2025 | 14,389 | 1,226 | 3,010 | 394 | 848 |
Total | 116,214 | 26,357 | 19,884 | 5,201 | 5,855 |
2 | The market values in this column are calculated using a price of |
3 | The shares presented in this column are performance share units granted in fiscal years |
4 | The values shown in this column are calculated using a price of |
2023 Proxy Statement59 | ||||||
Options Exercised and Stock Vested
OPTIONS EXERCISEDAND STOCK VESTED
The following table sets forth information about option exercises and the vesting of stock during the fiscal year. The Company has not awarded stock options since 2003, so no options are reported. The stock vested during the fiscal year represents PSUs and RSAs granted under the LTIPOIP and RSUs granted from an MSPP deferral.
Stock Awards | ||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) 1 | ||||
David Dunbar | 15,303 |
| 744,056 |
| ||
Ademir Sarcevic | 4,700 |
| 277,300 |
| ||
Alan J. Glass | 3,395 |
| 166,736 |
| ||
Paul C. Burns | 4,424 |
| 246,638 |
| ||
James Hooven | 1,626 |
| 151,998 |
|
Stock Awards | |||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) 1 | |
David Dunbar | 49,022 | 3,997,020 | |
Ademir Sarcevic | 13,303 | 1,152,477 | |
Alan Glass | 8,669 | 696,743 | |
Annemarie Bell | 2,024 | 176,382 | |
Sean Valashinas | 2,291 | 187,889 | |
Paul Burns | 8,436 | 688,768 | |
Flavio Maschera | 4,732 | 363,968 |
1 | The value realized on vesting for the three stock categories was calculated as follows. For PSUs and RSAs granted under the |
PENSION BENEFITSPension Benefits
The Company’s two pensionspension plans, the Standex Retirement Plan and the Standex Supplemental Retirement Plan, were frozen as to future benefit accruals and new participants on December 31, 2007. All of our Named Executive Officers, except for Mr. Valashinas, became employed with the Company after this date or were ineligible to participate and are not accruing benefits under either of these plans.
Mr. Valashinas became employed with the Company on October 22, 2007 and was eligible to participate and accrue benefits under the Standex Retirement Plan. Since the plan was frozen shortly after Mr. Valashinas’ commencement of employment, his accrued benefit under the plan is $839.30 and thus is de minimus.
|
NonQualified Deferred Compensation
NONQUALIFIED DEFERRED COMPENSATION
The following table contains compensation information relating to the Company’s nonqualified deferred compensation plan. For a description of the Standex Deferred Compensation Plan, including material factors, see “Standex Deferred Compensation Plan” on page 5848.
Name | Executive Contributions in Last FY ($) 1 | Registrant Contributions in Last FY ($) 2 | Aggregate Earnings in Last FY ($) 3 | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE ($) 4 | Executive Contributions in Last FY ($) 1 | Registrant Contributions in Last FY ($) 2 | Aggregate Earnings in Last FY ($) 3 | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE ($) 4 | |||||||||||||||
David Dunbar |
| 62,294 |
|
| 62,295 |
|
| 390,191 |
|
| - |
|
| 1,397,173 |
| 95,707 | 95,707 | 247,041 | - | 1,721,542 | |||||
Ademir Sarcevic |
| - |
|
| 3,230 |
|
| 1,068 |
|
| - |
|
| 4,770 |
| 44,502 | 23,802 | 7,408 | - | 84,891 | |||||
Alan J. Glass |
| 10,695 |
|
| 6,538 |
|
| 8,594 |
|
| - |
|
| 44,931 |
| ||||||||||
Paul C. Burns |
| 13,085 |
|
| 13,085 |
|
| (458 | ) |
| - |
|
| 89,564 |
| ||||||||||
James Hooven |
| - |
|
| 1,159 |
|
| 26 |
|
| - |
|
| 1,185 |
| ||||||||||
Alan Glass | 67,358 | 18,658 | 15,895 | - | 175,103 | ||||||||||||||||||||
Annemarie Bell | - | 1,892 | 257 | - | 2,725 | ||||||||||||||||||||
Sean Valashinas | - | - | - | - | - | ||||||||||||||||||||
Paul Burns | - | 3,898 | 4,924 | 43,678 | - | ||||||||||||||||||||
Flavio Maschera | - | - | - | - | - |
1 | All amounts in this column are included in the salary and non-equity incentive plan compensation columns of the “Summary Compensation Table” above. |
2 | All amounts in this column are included in the other compensation column and detailed in footnote (4) of the “Summary Compensation Table” above. |
3 | The amount of aggregate earnings is reported in the change in pension value and nonqualified deferred compensation |
Above-Market Earnings Reported in the Summary Compensation Table ($) | ||
David Dunbar | 164,579 | |
| 3,341 | |
Alan Glass | 7,507 | |
Annemarie Bell | 126 | |
Sean Valashinas | - | |
Paul Burns | 4,688 | |
Flavio Maschera | - |
| The aggregate balance includes amounts that were reported in previous Summary Compensation Tables as follows: | |
|
| |
|
| |
|
| |
|
|
|
Amounts Previously Reported ($) | ||
David Dunbar | 1,468,194 | |
| 11,159 | |
Alan Glass | 84,838 | |
Annemarie Bell | - | |
Sean Valashinas | - | |
Paul Burns | 92,175 | |
Flavio Maschera | - |
| ||
|
| |
|
| |
|
| |
|
|
Potential Payments upon Termination or Change in Control
POTENTIAL PAYMENTSUPON TERMINATIONOR CHANGEIN CONTROL
EMPLOYMENT AGREEMENTSEmployment Agreements
The following table lists the compensation and benefits that an executive would generally be provided in various scenarios involving a termination of employment. The amounts denoted in the table are for the CEO, Mr. Dunbar. Where the amounts or time periods differ between Mr. Dunbar and the other executives, the differences are explained in a footnote.
Termination Scenario | ||||||||||||
Compensation Element | Death | Disability 1 | Retirement 2 | Termination with Cause 3 | Termination without Cause 4 | Termination due to Change in Control 5 | ||||||
Base Salary | Ceases | Continuation | Ceases | Ceases | Continuation | Ceases immediately | ||||||
Severance Pay | None | None | None | None | None | Lump sum equal to 3 | ||||||
Annual Incentive | Prorated for | Prorated for | Prorated for | None | None9 | Lump sum equal to 3 | ||||||
Restricted Stock | Awards vest | |||||||||||
| Awards vest | |||||||||||
| Awards vest immediately | |||||||||||
| Forfeited | Forfeited | Awards vest immediately | |||||||||
PSUs 12 | Awards are prorated and vest in normal course | Awards are prorated and | Awards are prorated and vest in normal course | Forfeited | Forfeited | Awards vest immediately | ||||||
Deferred Compensation 13 | Payable immediately | Distributions commence after 6 months per participants election | Distributions commence after 6 months per participants election | Distributions commence after 6 months per participants | Distributions 6 months per election | Payable immediately | ||||||
Health, Welfare and Other Benefits 14 | None | Medical and dental coverage for 1 year 15 | None | None | Medical and dental coverage for 1 year 16 | Life insurance and |
1 | Disability is defined as a condition where the executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to |
2 | Retirement is defined as a voluntary termination of employment when either (i) the executive has reached age 55 and has at least 10 years of service with Standex, or (ii) the executive has reached age |
3 | Termination with cause, under the terms of the executives’ employment agreements, is defined as a termination by Standex for the executive’s material breach of the employment agreement. A material breach is (i) an act of dishonesty which is intended to enrich the executive at the Company’s expense, or (ii) the willful, deliberate and continuous failure to perform the executive’s duties after being properly demanded to do so. |
4 | Termination without cause is a termination by Standex where the executive has not committed a material breach of the employment agreement. |
622023 Proxy Statement |
|
A change in control is defined as an event where (i) any person or group (as used in sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of at least a majority of the equity securities of Standex entitled to vote for members of the Board of Directors; (ii) Standex is a party to a merger or consolidation, which results in Standex voting securities representing less than a majority of the resulting voting securities; (iii) the sale or disposition of all or substantially all of Standex’s assets; or (iv) a greater than 75% change in the composition of the Board of Directors during a consecutive 12-month period. |
|
5 (continued)
An executive would be entitled to the payments described in this column after such a change in control only if, within 2 years of the change in control, either (i) the executive is terminated without cause,(a) or (ii) the executive voluntarily terminates their employment for “good cause.” (b)
(a) | Termination without cause is any termination by Standex other than a termination where there is conclusive evidence of substantial and indisputable intentional personal malfeasance in office, such as a conviction for embezzlement of Standex funds. |
(b) | Good cause for Mr. Dunbar is defined as any of the following: (i) the assignment to any position other than President & CEO; (ii) any change in the reporting relationship such that he is no longer reporting solely to the Board of Directors; (iii) any reduction in the budget which results in him no longer having 100% control over the budget; (iv) any material diminution of base salary or incentive compensation; (v) any change in the location of employment to a location greater than 10 miles from the present location; and (vi) any other action or inaction of Standex that constitutes a material breach of the employment agreement. |
Good cause for the other executives is defined as any of the following: (i) |
Good cause for the other executives is defined as any of the following: (i) a change in their general area of responsibility; (ii) a change in their title; (iii) a change in the place of employment; and (iv) a decrease in base salary or diminished benefits.
6 | Mr. Dunbar’s employment agreement provides for a continuation of base salary for a period of 2 years up to the IRS compensation limit specified in IRC Section 401(a)(17), with the excess payable immediately upon termination. Mr. |
7 | Mr. Dunbar’s employment agreement provides for a continuation of base salary for a period of 2 years up to the IRS compensation limit specified in IRC Section 401(a)(17), with the excess payable immediately upon termination. The other executives’ employment agreements provide for a continuation of base salary for a period of |
8 | Mr. Dunbar’s employment agreement provides for a lump sum severance payment in the amount of 3 times his then-current base salary. The remaining executives’ employment agreements provide for a lump sum severance payment in the amount of |
9 | On a |
10 | Mr. Dunbar’s employment agreement provides for an annual incentive payment equal to 3 times the higher of (i) the most recent annual incentive award or (ii) the current FY’s target incentive award. The remaining executives’ employment agreements provide for an annual incentive payment equal to 2 times the higher of (i) the most recent annual incentive award or (ii) the current FY’s target incentive award. Mr. Valashinas’ agreement also specifies a lump sum payment equivalent to the greater of (i) the current FY’s target incentive awards or (ii) the level of bonus accrual on the Company’s books as of the date of termination. |
11 | Included in the restricted stock category are both RSAs that an executive received pursuant to a grant under the |
12 | For PSUs, except in the case of a termination for cause, without cause or due to a |
|
See the “Standex Deferred Compensation Plan” section on page |
14 | Mr. Valashinas has an accumulated benefit under the now-frozen Standex Pension Plan. In every termination scenario, Mr. Valashinas would be entitled to a lump sum payment of his accumulated benefit amount under the Standex Pension Plan. The payment would be made in a lump sum due to the accumulated benefit value being less than $1,000. |
15 | Mr. Dunbar’s employment agreement provides for a continuation of medical and dental benefits for a period of 1 year. The other executives’ employment agreements do not provide for any health or welfare benefit continuation. |
16 | Mr. Dunbar’s employment agreement provides for a continuation of medical and dental benefits for a period of 1 year. Mr. Valashinas’ employment agreement provides for a reimbursement of COBRA premiums for a period of 1 year. The other executives’ employment agreements do not provide for any health or welfare benefit continuation. |
17 | Mr. Dunbar’s employment agreement provides for a continuation of medical and |
|
2023 Proxy Statement63 |
Quantification of Potential Payments
QUANTIFICATIONOF POTENTIAL PAYMENTS
The following table contains compensation information relating to the potential payments that an executive would receive in the various scenarios described above if the executive was terminated due to a triggering event on June 30, 2021.2023. All such potential payments are largely based on the executive’s employment agreement with the Company, with the remaining payments based on award agreements under the LTIPOIP. Payments due to any executive upon actual termination of employment can only be determined at the time of termination. There can be no assurance that an actual termination or OIP.change in control would produce the same or similar results as those described below if it were to occur on any other date or if the actual circumstances at the time of termination were different. Potential payouts for Mr. Burns and Mr. Maschera are not included herein as their employment was terminated prior to June 30, 2023.
Triggering | Compensation | Payout ($) 1 | |||||||||||||||||||||||||||||||||||||||||
Event | Component | David Dunbar | Ademir Sarcevic | Alan Glass | Annemarie Bell | Sean Valashinas 2 | |||||||||||||||||||||||||||||||||||||
Annual Incentive | 942,604 | 319,456 | 193,579 | 177,054 | 97,169 | ||||||||||||||||||||||||||||||||||||||
Triggering Event | Compensation Component | Payout ($) 1 | |||||||||||||||||||||||||||||||||||||||||
| David Dunbar
|
|
| Ademir Sarcevic
|
|
| Alan J. Glass
|
|
| Paul C. Burns
|
|
| James Hooven
|
| |||||||||||||||||||||||||||||
Death |
Annual Incentive |
| 1,545,922 |
|
| 495,811 |
|
| 342,595 |
|
| 316,709 |
|
| 253,561 |
| |||||||||||||||||||||||||||
Acceleration of Outstanding Equity Awards |
| 4,282,398 |
|
| 1,258,947 |
|
| 921,900 |
|
| 966,694 |
|
| 444,653 |
| ||||||||||||||||||||||||||||
Pro-rata Performance Share Vesting 2 |
| 4,501,690 |
|
| 1,003,389 |
|
| 648,684 |
|
| 648,684 |
|
| 113,133 |
| ||||||||||||||||||||||||||||
Total |
|
10,330,009 |
|
|
2,758,147 |
|
|
1,913,179 |
|
|
1,932,087 |
|
|
811,347 |
| Acceleration of Outstanding Equity Awards | 14,656,628 | 3,592,222 | 2,419,416 | 735,762 | 729,705 | ||||||||||||||||||||||
Pro-rata Performance Share Vesting 3 | 13,400,941 | 3,290,482 | 1,833,527 | 707,704 | 574,524 | ||||||||||||||||||||||||||||||||||||||
Disability | Termination Payment - Salary |
| 1,738,260 |
|
| 439,900 |
|
| 367,710 |
|
| 367,710 |
|
| 336,600 |
| |||||||||||||||||||||||||||
Annual Incentive |
| 1,545,922 |
|
| 495,811 |
|
| 342,595 |
|
| 316,709 |
|
| 253,561 |
| ||||||||||||||||||||||||||||
Acceleration of Outstanding Equity Awards |
| 4,282,398 |
|
| 1,258,947 |
|
| 921,900 |
|
| 966,694 |
|
| 444,653 |
| ||||||||||||||||||||||||||||
Pro-rata Performance Share Vesting 2 |
| 4,501,690 |
|
| 1,003,389 |
|
| 648,684 |
|
| 648,684 |
|
| 113,133 |
| ||||||||||||||||||||||||||||
Health &Welfare Benefits |
| 12,412 |
|
| - |
|
| - |
|
| - |
|
| - |
| ||||||||||||||||||||||||||||
Total | 29,000,173 | 7,202,159 | 4,446,522 | 1,620,520 | 1,402,237 | ||||||||||||||||||||||||||||||||||||||
| Termination Payment - Salary | 1,800,838 | 469,408 | 392,376 | 322,885 | 278,460 | |||||||||||||||||||||||||||||||||||||
Annual Incentive | 942,604 | 319,456 | 193,579 | 177,054 | 97,169 | ||||||||||||||||||||||||||||||||||||||
Disability | Total |
| 12,080,681 |
|
| 3,198,047 |
|
| 2,280,889 |
|
| 2,299,797 |
|
| 1,147,947 |
| Acceleration of Outstanding Equity Awards | 14,656,628 | 3,592,222 | 2,419,416 | 735,762 | 729,705 | |||||||||||||||||||||
Pro-rata Performance Share Vesting 3 | 13,400,941 | 3,290,482 | 1,833,527 | 707,704 | 574,524 | ||||||||||||||||||||||||||||||||||||||
Health & Welfare Benefits | 15,839 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
Total | 30,816,850 | 7,671,567 | 4,838,898 | 1,943,405 | 1,679,858 | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 942,604 | 319,456 | 193,579 | 177,054 | 97,169 | ||||||||||||||||||||||||||||||||||||||
Annual Incentive |
| 1,545,922 |
|
| 495,811 |
|
| 342,595 |
|
| 316,709 |
|
| 253,561 |
| Acceleration of Outstanding Equity Awards | 14,656,628 | 3,592,222 | 2,419,416 | 735,762 | 729,705 | ||||||||||||||||||||||
Retirement | Acceleration of Outstanding Equity Awards |
| 4,282,398 |
|
| 1,258,947 |
|
| 921,900 |
|
| 966,694 |
|
| 444,653 |
| |||||||||||||||||||||||||||
Pro-rata Performance Share Vesting 2 |
| 4,501,690 |
|
| 1,003,389 |
|
| 648,684 |
|
| 648,684 |
|
| 113,133 |
| ||||||||||||||||||||||||||||
Total |
| 10,330,009 |
|
| 2,758,147 |
|
| 1,913,179 |
|
| 1,932,087 |
|
| 811,347 |
| ||||||||||||||||||||||||||||
Pro-rata Performance Share Vesting 3 | 13,400,941 | 3,290,482 | 1,833,527 | 707,704 | 574,524 | ||||||||||||||||||||||||||||||||||||||
Total | 29,000,173 | 7,202,159 | 4,446,522 | 1,620,520 | 1,402,237 | ||||||||||||||||||||||||||||||||||||||
Termination Without Cause by the Company | Termination Payment -Salary |
| 1,738,260 |
|
| 439,900 |
|
| 367,710 |
|
| 367,710 |
|
| 336,600 |
| Termination Payment - Salary | 1,800,838 | 469,408 | 392,376 | 322,885 | 278,460 | |||||||||||||||||||||
Health &Welfare Benefits |
| 12,412 |
|
| - |
|
| - |
|
| - |
|
| - |
| Health & Welfare Benefits | 15,839 | - | - | - | 22,125 | ||||||||||||||||||||||
Total |
| 1,750,672 |
|
| 439,900 |
|
| 367,710 |
|
| 367,710 |
|
| 336,600 |
| Total | 1,816,677 | 469,408 | 392,376 | 322,885 | 301,424 | ||||||||||||||||||||||
Change in Control 3 | Termination Payment - Salary |
| 2,607,390 |
|
| 879,800 |
|
| 735,420 |
|
| 735,420 |
|
| 673,200 |
| |||||||||||||||||||||||||||
Termination Payment - Annual Incentive |
| 2,737,760 |
|
| 571,870 |
|
| 404,481 |
|
| 404,481 |
|
| 302,940 |
| ||||||||||||||||||||||||||||
Acceleration of Outstanding Equity Awards 4 |
| 8,636,109 |
|
| 2,344,243 |
|
| 1,535,778 |
|
| 1,580,572 |
|
| 614,352 |
| ||||||||||||||||||||||||||||
Health & Welfare Benefits |
| 48,801 |
|
| 39,871 |
|
| 39,871 |
|
| 42,144 |
|
| 39,853 |
| ||||||||||||||||||||||||||||
Total |
| 14,030,060 |
|
| 3,835,784 |
|
| 2,715,550 |
|
| 2,762,617 |
|
| 1,630,345 |
| ||||||||||||||||||||||||||||
Severance Pay | 2,701,257 | 938,816 | 784,752 | 645,770 | 556,920 | ||||||||||||||||||||||||||||||||||||||
Annual Incentive | 4,054,623 | 895,909 | 592,011 | 410,818 | 375,094 | ||||||||||||||||||||||||||||||||||||||
Change in Control 4 | Acceleration of Outstanding Equity Awards 5 | 19,072,331 | 4,591,141 | 2,976,101 | 1,019,834 | 887,303 | |||||||||||||||||||||||||||||||||||||
Health & Welfare Benefits | 59,612 | 48,089 | 43,181 | 29,268 | 48,089 | ||||||||||||||||||||||||||||||||||||||
Total | 25,887,823 | 6,473,955 | 4,396,045 | 2,105,691 | 1,868,245 |
1 | The payout values for equity awards are based on the closing price of the Company’s stock on June 30, |
642023 Proxy Statement |
2 | In every termination scenario, Mr. Valashinas would be entitled to a lump sum payment of his accumulated benefit amount under the Standex Pension Plan in the amount of $839.30. This value is included in the totals but not listed separately in the table. |
3 | The pro-rata performance share vesting |
|
For FY 2021 PSU awards, the number of shares used in the calculation is based on the certified performance percentage of 232.4%.
For FY 2022 PSU awards, the number of shares used in the calculation is based on achievement of superior performance and pro-rated at 2/3 since the termination event is 2/3 of the way through the performance period.
For FY 2023 PSU awards, the number of shares used in the calculation is based on achievement of superior performance and pro-rated at 1/3 since the termination event is 1/3 of the way through the performance period.
|
|
Upon a change in control, if the termination payments are triggered and exceed the amounts prescribed under IRC Section 280G such that the Company will be required to pay a tax under IRC Section |
5 | Upon a change in control, outstanding RSAs under the OIP |
CEO Pay Ratio Disclosure
As required by the SEC rules, we are providing the following information to show the ratio between the annual total compensation of our CEO in FY 2023 and the annual total compensation of the median employee of the Company.
As of June 30, 2023, Standex has approximately 3,900 employees in 57 locations across 19 countries. Approximately 68% of our employee population is located outside of the United States and approximately 66% of our global workforce is paid on an hourly basis. The median annual total compensation disclosed below is based on the Company’s global workforce and is not designed to capture the median compensation of Standex’s US employees. In order to attract and retain employees globally, we pay what we believe to be market competitive rates in each market where we operate. Our pay ratio below is a reasonable estimate that has been calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.
As allowed by the SEC regulations, we have used the same median employee for the past three years. As required, for FY 2023, we have identified a new median employee for FY 2023. We used our global population as of June 30, 2023, including all global full- time, part-time and temporary employees, including newly hired employees, that were employed on that date. In determining our median employee, we used base annual salary during the period July 1, 2022 through June 30, 2023. All international employees’ base annual salaries were converted to USD from local currencies using exchange rates as of June 30, 2023. We determined that the median employee was a full-time, hourly employee in our Electronics division, located in the United Kingdom.
For FY 2023, our median employee’s total compensation was £23,394, as calculated in accordance with Item 402(c)(2)(x) of Reg. S-K. This total compensation converted to USD is $31,941, using the June 30, 2023 GBP to USD exchange rate of 1.2699. Our CEO’s annual total compensation for FY 2023, as reported and detailed in the Summary Compensation Table was $5,098,597. Based on this information, the ratio of these two annual total compensations was estimated to be 160 to 1.
2023 Proxy Statement65 |
Pay Versus Performance
PvP Table
As required by the SEC rules, we are providing the following information about the relationship between Compensation Actually Paid (“CAP”) to our CEO, Mr. Dunbar, and other NEOs and certain financial performance metrics of Standex using the methodology that has been prescribed by the SEC.
Value of Initial Fixed $100 | ||||||||||||||||||||||||||||||||
Average | Investment Based on: | |||||||||||||||||||||||||||||||
Summary | Summary | Average | Peer Group | Company | ||||||||||||||||||||||||||||
Compensation | Compensation | Compensation | Compensation | Total | Total | Selected | ||||||||||||||||||||||||||
Table Total for | Actually Paid | Table Total for | Actually Paid | Shareholder | Shareholder | Net | Measure | |||||||||||||||||||||||||
PEO | to PEO | Other NEOs | to Other NEOs | Return | Return | Income | EBITDA | |||||||||||||||||||||||||
Year | ($) 1 | ($) 2 | ($) 3 | ($) 2 | ($) | ($) 4 | ($) | ($) 5 | ||||||||||||||||||||||||
2023 | 5,098,597 | 13,895,157 | 1,106,031 | 1,453,920 | 253.88 | 182.76 | 138,992,000 | 139,500,000 | ||||||||||||||||||||||||
2022 | 5,135,735 | 5,047,799 | 1,205,257 | 1,157,888 | 150.63 | 141.55 | 61,393,000 | 129,057,000 | ||||||||||||||||||||||||
2021 | 5,784,732 | 9,313,380 | 1,231,148 | 1,953,168 | 166.94 | 159.57 | 36,473,000 | 111,559,000 |
1 | Our PEO for all years in the table was our CEO, David Dunbar. |
2 | The adjustments, each of which is prescribed by SEC rules, to calculate the CAP are described in the table below. |
3 | Our Other NEOs for FY 2023 were: Ademir Sarcevic, Alan Glass, Annemarie Bell, Sean Valashinas, Paul Burns and Flavio Maschera. | |
Our Other NEOs for FY 2022 were: Ademir Sarcevic, Alan Glass, Paul Burns and Flavio Maschera. | ||
Our Other NEOs for FY 2021 were: Ademir Sarcevic, Alan Glass, Paul Burns and Jim Hooven. |
4 | The peer group is the S&P SmallCap 600 Industrial Sector Index, which is the same peer group used in our Annual Report on Form 10-K. |
5 | The Company selected measure, adjusted EBITDA, stands for earnings before income tax, depreciation and amortization, and is a non-GAAP financial measure that is determined by the sum of (i) income from operations before income taxes, (ii) interest expense and (iii) depreciation and amortization. Adjusted EBITDA adjusts for restructuring charges, litigation charges, purchase accounting and acquisition related costs. |
Financial Performance Measures
The following table lists the financial performance measures that, in the Company’s assessment, represent the most important measures used to link CAP for our NEOs to Company performance for FY 2023.
Adjusted Operating Income |
Adjusted Operating Margin |
Adjusted EPS |
Net Working Capital Turns |
ROIC |
662023 Proxy Statement |
Adjustments to Calculate CAP to PEO and Average CAP to Other NEOs
The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP amounts from the SCT Total of our PEO and our Other NEOs. The SCT Total and CAP amounts do not reflect the actual amount of compensation earned or paid to our executives during the applicable years, but rather, are amounts determined in accordance with Item 402(v).
2023 | 2022 | 2021 | ||||||||||||||||||||||
Adjustment | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | ||||||||||||||||||
SCT Total | 5,098,597 | 1,106,031 | 5,135,735 | 1,205,257 | 5,784,732 | 1,231,148 | ||||||||||||||||||
Adjustment for defined benefit plans | - | - | - | - | - | - | ||||||||||||||||||
Adjustment for stock awards 1 | ||||||||||||||||||||||||
(Deduct): Aggregate value for stock awards included in SCT | (3,405,266 | ) | (392,536 | ) | (3,435,322 | ) | (542,780 | ) | (3,681,435 | ) | (543,157 | ) | ||||||||||||
Add: Fair value at FYE of awards granted during the FY that were outstanding at FYE | 5,005,533 | 428,779 | 3,168,159 | 480,938 | 5,837,304 | 954,192 | ||||||||||||||||||
Add (Deduct): Change in fair value from prior FYE to current FYE of awards granted in prior years that were outstanding at FYE | 7,282,679 | 608,518 | 599,759 | 116,769 | 1,505,821 | 297,995 | ||||||||||||||||||
Add: Fair value on vesting date of awards granted in the FY that vested during the FY | - | - | - | - | - | - | ||||||||||||||||||
Add (Deduct): Change in fair value from prior FYE to vesting date of awards granted in prior years that vested during the FY | (115,452 | ) | (8,733 | ) | (455,113 | ) | (110,118 | ) | (162,627 | ) | 5,244 | |||||||||||||
(Deduct): Fair value at prior FYE of awards granted in prior years that failed to meet the applicable vesting conditions during the FY | - | (291,719 | ) | - | - | - | - | |||||||||||||||||
Add: Dividends or other earnings paid on awards in the FY | 29,066 | 3,580 | 34,581 | 7,822 | 29,585 | 7,746 | ||||||||||||||||||
CAP Amounts (as calculated) | 13,895,157 | 1,453,920 | 5,047,799 | 1,157,888 | 9,313,380 | 1,953,168 |
1 | For (i) PSUs granted in the current FY with future vesting, and (ii) PSUs granted in prior FYs with future vesting, the number of | |
For RSUs granted pursuant to a deferral under the MSPP, the CAP adjustment includes such RSUs in the year in which they are granted in accordance with ASC 718, rather than the year in which they are reported in the SCT. The fair value for such RSUs uses the Black-Scholes valuation model to determine the value of the discount on the shares at the various points in time required in the adjustments. The fair value of the discount is then added to the cash value of the executive’s annual incentive deferral underlying the specific MSPP deferral. E.g., for the annual incentive opportunity for FY 2022, the value of the annual incentive received in cash is reported in the Non-Equity Incentive Compensation column of the SCT for FY 2022 and the corresponding grant date fair value of any RSUs received pursuant to a deferral election under the MSPP for such annual incentive is reported in the SCT for FY 2022. The adjustment for CAP removes the grant date fair value of such RSUs reported in the SCT for FY 2022, but then includes the FYE fair value of such RSUs in FY 2023 because such RSUs were granted in FY 2023 and remained outstanding as of the FYE. The FYE fair value is determined by adding the value of the annual incentive opportunity deferred into the receipt of discounted RSUs and the value of the discount as of the FYE. |
2023 Proxy Statement67 |
Relationship Between Compensation Actually Paid and Performance
The graphs below show the relationship between “compensation actually paid” to our PEO and Other NEOs to (i) TSR of both the Company and the S&P SmallCap 600 Industrial Sector Index, with the value of the initial fixed $100 investment measured as of June 30, 2020; (ii) the Company’s net income; and (iii) the Company’s adjusted EBITDA (non-GAAP).
CAP vs. Company TSR and Peer Group TSR
CAP vs. Net Income
CAP vs. Company-Selected Measure (Adjusted EBITDA)
682023 Proxy Statement |
Questions & Answers
Voting Q&A | How to Vote: | |||||
How can I vote & how many votes do I have? |
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Shareholders at the close of business on August 31, | ||||
You may change your vote by revoking your proxy at any time before it has been exercised by:
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► | Delivering a written notification to our Corporate Secretary that you are revoking your proxy; | Vote by Internet.You may vote your shares via the Internet by visiting www.envisionreports.com/sxi and following the on-screen instructions.
Please have your proxy card available when you access the website. | ||
► | Delivering a revised proxy dated later than the proxy you are revoking;
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► | Voting again by Internet or telephone until
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► | Attending the Annual Meeting and voting in person. | |||
What is a Quorum? | Vote by Telephone.You may vote your shares by telephone by calling toll-free to 1-800-652-8683 from the United States and Canada and following the series of voice instructions.
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A quorum is necessary to conduct business at the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting and represented either in person or by proxy constitutes a quorum. Your shares are counted as present if you have voted. If you abstain from voting, your shares are counted as present in determining a quorum. Broker non-votes are counted as present in determining a quorum. | ||||
What are Broker Non-votes? | Vote by Mail.You may vote your shares by requesting a paper copy of the Proxy Statement (see page 71on how to do this) and signing, dating and mailing it in the enclosed envelope.
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A broker non-vote occurs when a bank, broker or other nominee of share held in street name is represented at the Annual Meeting either in person or by proxy, but has not received instructions from the beneficial owner on how to vote the shares and cannot or chooses not to vote the shares. We strongly encourage shareholders who own shares in street name to instruct their bank, broker or other nominee on how to vote. | ||||
How are the votes counted? | Vote in Person.You may attend the Annual Meeting in person and deliver a completed proxy card or vote by ballot.
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The Company has engaged |
Internet and telephone voting will be available 24 hours a day, 7 days a week, until 1:00 a.m., Eastern Time, on October 24, 2023. You do not need to return your proxy card if you vote by Internet or telephone. | |||
Official tabulation of voted proxies will be handled by Computershare, the Company’s transfer agent. |
2023 Proxy Statement69 |
What is Householding?
As permitted by the Exchange Act, and to reduce the expenses of delivering duplicate proxy materials, we deliver one Notice and, if applicable, Annual Report on Form 10-K and Proxy Statement, to multiple shareholders sharing the same mailing address unless otherwise requested. This is known as “householding.” We will promptly send a separate Annual Report on Form 10-K and Proxy Statement to a shareholder at a shared address upon request at no cost. Shareholders with a shared address may also request that we send a single copy in the future if we are currently sending multiple copies to the same address. |
Standex International Corporation 23 Keewaydin Drive, Suite 300 Salem, New Hampshire 03079 Attention: Investor Relations Shareholders who hold shares in “street name” (as described above) may contact their brokerage firm, bank or other nominee to request information about this householding procedure. |
Communications, Shareholder Proposals & Nominations and Company Documents
How Can I Communicate with the Company’s Directors? The Board welcomes input and suggestions from shareholders and interested parties. Shareholders may communicate with the Board or any member of the Board by writing to the following address and addressing the correspondence accordingly: Standex International Corporation 23 Keewaydin Drive, Suite 300 Salem, New Hampshire 03079 Attention: Corporate Governance Officer Alternatively, shareholders may send an email to boardofdirectors@standex.com and specify the director, committee or group to be contacted in the message line. | ||||||
WHATIS HOUSEHOLDING?
As permitted by the Securities and Exchange Act of 1934, and to reduce the expenses of delivering duplicate proxy materials, we deliver one Notice and, if applicable, Annual Report on Form 10-K and Proxy Statement, to multiple shareholders sharing the same mailing address unless otherwise requested. This is known as “householding.”
We will promptly send a separate Annual Report on Form 10-K and Proxy Statement to a shareholder at a shared address upon request at no cost. Shareholders with a shared address may also request that we send a single copy in the future if we are currently sending multiple copies to the same address.
Requests related to the delivery of proxy materials may be made by calling Investor Relations at (603) 893-9701 or writing to:
Standex International Corporation
23 Keewaydin Drive, Suite 300
Salem, New Hampshire 03079
Attention: Investor Relations
Shareholders who hold shares in “street name” (as described above) may contact their brokerage firm, bank or other nominee to request information about this householding procedure.
COMMUNICATIONS, SHAREHOLDER PROPOSALS& NOMINATIONSAND COMPANY DOCUMENTS
HOW CAN I COMMUNICATEWITHTHE COMPANY’S DIRECTORS?
The Board welcomes input and suggestions from shareholders and interested parties. Shareholders may communicate with the Board or any member of the Board by writing to the following address and addressing the correspondence accordingly:
Standex International Corporation
23 Keewaydin Drive, Suite 300
Salem, New Hampshire 03079
Attention: Corporate Governance Officer
Alternatively, shareholders may send an email to boardofdirectors@standex.com and specify the director, committee or group to be contacted in the message line.
Communications with the Board are distributed by the Corporate Governance Officer. The Corporate Governance Officer uses his or her discretion in determining whether to forward communications
Communications with the Board are distributed by the Corporate Governance Officer. The Corporate Governance Officer uses his or her discretion in determining whether to forward communications to the Board. Communications that are unrelated to the duties and responsibilities of the Board will not be distributed. Such items include, but are not limited to:
► | spam |
► | junk mail and mass mailings |
► | product complaints or inquiries |
► | new product suggestions |
► | resumes and other forms of job inquiries |
► | surveys |
► | business solicitations or advertisements | ||
In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee director upon request. |
In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee director upon request.
HOW CANHow Can I SUBMITA SHAREHOLDER PROPOSALOR DIRECTOR NOMINATION?Submit a Shareholder Proposal or Director Nomination?
In accordance with Rule 14a-8 of the Exchange Act, certain shareholder proposals may be eligible for inclusion in our 2022 Proxy Statement. All shareholder proposals must comply with the requirements of Rule 14a-8 and must be received by our Corporate Secretary, in writing, no later than May 12, 2022. We strongly encourage any interested shareholder to contact our Corporate Secretary prior to the deadline to discuss the proposal. Submission of a proposal does not guarantee that it will be included in our Proxy Statement.
Shareholders may also nominate a director nominee for election at our 2022 annual meeting by following the provisions of the Company’s By-Laws. All nomination and supporting materials must comply with the requirements set forth in our By-Laws. Notice of such a nomination must be received by our Corporate Secretary, in writing, between May 12, 2022 and June 10, 2022. However, if the 2022 annual meeting is held more than 30 days before or more than 90 days after the anniversary of the 2021 Annual Meeting, the shareholder must submit the notice either (i) by 120 calendar days prior to the 2022 annual meeting or (ii) within 10 calendar days following the date on which the public announcement of the date of the 2022
In accordance with Rule 14a-8 of the Exchange Act, certain shareholder proposals may be eligible for inclusion in our 2024 Proxy Statement. All shareholder proposals must comply with the requirements of Rule 14a-8 and must be received by our Corporate Secretary, in writing, no later than May 11, 2024. We strongly encourage any interested shareholder to contact our Corporate Secretary prior to the deadline to discuss the proposal. Submission of a proposal does not guarantee that it will be included in our Proxy Statement. Shareholders may also nominate a director nominee for election at our 2024 annual meeting by following the provisions of the Company’s By-Laws. All nomination and supporting materials must comply with the requirements set forth in our By-Laws. Notice of such a nomination must be received by our Corporate Secretary, in writing, between May 11, 2024 and June 10, 2024. However, if the 2024 annual meeting is held more than 30 days before or more than 90 days after the anniversary of the 2023 Annual Meeting, the shareholder must submit the notice either (i) by 120 calendar days prior to the 2024 annual meeting or (ii) within 10 calendar days following the date on which the public announcement of the date of the 2024 annual meeting is made.
Both this Proxy Statement and the Annual Report on Form 10-K may be viewed online at: www.envisionreports.com/SXI and on Standex’s website at ir.standex.com/annual-reports. Shareholders may obtain print or emailed copies, free of charge, of this Proxy Statement, Annual Report on Form 10-K, the Codes of Conduct, Committee Charters or the Corporate Governance Guidelines by writing to: Standex International Corporation 23 Keewaydin Drive, Suite 300 Salem, NH 03079 Attention: Investor Relations Department Shareholders may also call Standex’s Investor Relations at (603) 893-9701 to request copies. Alternatively, print copies can also be requested by e-mailing the request to investorrelations@standex.com. All requests will be fulfilled within 3 business days of receipt and copies will be sent via first class mail.
Helpful Resources
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