STANDEX INTERNATIONAL CORPDE
For the period ended Oct 22, 2024. Filed Sep 6, 2024.
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Oct 22, 2024 · Filed Sep 6, 2024
Contents
Quantification of 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, 2024. All such potential payments are largely based on, for Mr. Dunbar, his employment agreement with the Company, and for all of the other NEOs, the Executive Severance Policy, as well as the award agreements under the OIP. 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 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.
| Triggering · Compensation · Payout ($) 1 | ||||||
|---|---|---|---|---|---|---|
| Event | Component | David Dunbar | Ademir Sarcevic | Alan Glass | Annemarie Bell | Max Arets |
| Acceleration of Outstanding Equity Awards | 3,626,627 | 2,533,175 | 1,019,850 | 307,313 | 155,832 | |
| Death | Pro-rata Performance Share Vesting 2 | 8,284,393 | 1,888,767 | 1,039,890 | 547,567 | - |
| Total | 11,911,020 | 4,421,941 | 2,059,740 | 854,880 | 155,832 | |
| Termination Payment - Salary | 1,872,872 | 560,000 | 404,147 | 335,800 | 360,187 | |
| Acceleration of Outstanding Equity Awards | 3,626,627 | 2,533,175 | 1,019,850 | 307,313 | 155,832 | |
| Disability | Pro-rata Performance Share Vesting 2 | 8,284,393 | 1,888,767 | 1,039,890 | 547,567 | - |
| Health & Welfare Benefits | 16,318 | - | - | - | - | |
| Total | 13,800,210 | 5,003,916 | 2,483,296 | 1,199,314 | 516,019 | |
| Acceleration of Outstanding Equity Awards | 3,626,627 | 2,533,175 | 1,019,850 | 307,313 | - | |
| Retirement | Pro-rata Performance Share Vesting 2 | 8,284,393 | 1,888,767 | 1,039,890 | 547,567 | - |
| Total | 11,911,020 | 4,421,941 | 2,059,740 | 854,880 | - | |
| Termination Without | Termination Payment | 1,872,872 | 980,000 | 626,428 | 520,490 | 540,281 |
| Cause by the | Health & Welfare Benefits | 16,318 | 21,975 | 19,409 | 8,634 | 21,975 |
| Company | Total | 1,889,190 | 1,001,975 | 645,837 | 529,124 | 562,256 |
| Severance Pay | 2,809,308 | 1,960,000 | 1,252,856 | 1,040,980 | 1,080,561 | |
| Change in | Annual Incentive | 2,949,773 | 420,000 | 222,281 | 184,690 | 180,094 |
| Control 3 | Acceleration of Outstanding Equity Awards 4 | 11,571,047 | 4,358,233 | 2,017,895 | 836,831 | 155,832 |
| Health & Welfare Benefits | 60,315 | 48,114 | 42,982 | 21,432 | 48,114 | |
| Total | 17,390,443 | 6,786,347 | 3,536,013 | 2,083,933 | 1,464,601 | |
| 1 | The payout values for equity awards are based on the closing price of the Company’s stock on June 28, 2024 ($161.15). |
| 2 | The pro-rata performance share vesting is based on the following: |
For FY 2022 PSU awards, the number of shares used in the calculation is based on the certified performance percentage of 152.4%.
For FY 2023 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 2024 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.
| 3 | 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 4999, the payment will be reduced to an amount such that the payment does not exceed IRC Section 280G. |
| 4 | Upon a change in control, outstanding RSAs under the OIP and RSUs awarded under the MSPP immediately vest at awarded amounts. For PSUs in general, outstanding awards vest at the higher of target or actual performance through the CIC event. For purposes of this calculation, for FY 2022 PSU awards, the number of shares is based on the certified performance percentage of 152.4%, while for FY 2023 and FY 2024 PSU awards, the number of shares is based on target. |
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