STANDEX INTERNATIONAL CORPDE
For the period ended Oct 22, 2024. Filed Sep 6, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 22, 2024 · Filed Sep 6, 2024
Contents
32 2024 Proxy Statement
| CompensationCommittee | |||
|---|---|---|---|
| 2024 Members: | |||
| Michael A. Hickey (Chair) | B. Joanne Edwards | Independence: | Meetings held in 2024: |
| Robin J. Davenport | Jeffrey Edwards | 4 out of 4 | 5 |
| Key Responsibilities | |
|---|---|
| ► | Retaining or terminating compensation consultants; |
| ► | Reviewing and approving corporate goals and objectives regarding CEO compensation; |
| ► | Recommending salary structures and compensation plans to the Board; |
| ► | Reviewing and approving performance and operating goals under incentive plans for senior management; |
| ► | Reviewing and approving senior management’s employment agreements, severance agreements and CIC agreements; |
| ► | Recommending changes to non-employee director compensation to the Board; |
| ► | Reviewing management’s Compensation Discussion and Analysis to be included in the Proxy Statement; and |
| ► | Reviewing the results of the say-on-pay resolution and other input received from our shareholders on compensation practices. |
| 1 | The Board has determined that each member of the Compensation Committee meets the independence standards set forth in the SEC rules and required by the NYSE |
Under our long-term incentive plans, the Compensation Committee may delegate some decision-making authority regarding awards to the CEO. This authority is limited to granting and approving awards for designated individuals, as long as such individuals are not officers of the Company, as determined by the Board, or directly report to the CEO. Currently, the Compensation Committee has delegated authority to Mr. Dunbar to grant such awards subject to a pool limit authorized by the Committee. The Compensation Committee has not delegated any of its other authority to any individual.
The report of the Compensation Committee can be found on**page 67 **at the end of the Compensation Discussion & Analysis.
| Nominating&CorporateGovernanceCommittee | |||
|---|---|---|---|
| 2024 Members: | |||
| B. Joanne Edwards (Chair) | Jeffrey S. Edwards | Independence: | Meetings held in 2024: |
| Charles H. Cannon, Jr. | Michael A. Hickey | 5 out of 5 | 4 |
| Thomas E. Chorman | |||
| Key Responsibilities | |
|---|---|
| ► | Drafting and reviewing the Corporate Governance Charter, Corporate Governance Guidelines and each committee charter; |
| ► | Monitoring all charters’ compliance with laws, rules and regulations and recommending changes as appropriate; |
| ► | Reviewing the Company’s policies and procedures for compliance with the Company’s Code of Conduct and Code of Ethics for Senior Financial Management; |
| ► | Evaluating Board and committee memberships; |
| ► | Selecting and recommending candidates for Board membership; |
| ► | Retaining or terminating search firms to identify candidates for Board membership; |
| ► | Establishing and leading the Board performance review process to measure the effectiveness of the Board, its committees and the individual directors; and |
| ► | Overseeing the Company’s ESG strategy and monitoring the execution. |
2024 Proxy Statement 33
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