STANDEX INTERNATIONAL CORP/DE/

For the period ended Oct 21, 2025. Filed Sep 5, 2025.

About 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 21, 2025 · Filed Sep 5, 2025

SXI$228.36-1.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

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, 2025. 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
Death	Acceleration of Outstanding Equity Awards		3,236,097		1,607,021		709,100		280,725		158,358
Pro-rata Performance Share Vesting 2		3,023,287		708,026		361,022		227,720		27,540
Total		6,259,384		2,315,047		1,070,123		508,445		185,898
Disability	Termination Payment - Salary		1,872,872		560,000		418,292		347,553		372,794
Acceleration of Outstanding Equity Awards		3,236,097		1,607,021		709,100		280,725		158,358
Pro-rata Performance Share Vesting 2		3,023,287		708,026		361,022		227,720		27,540
Health & Welfare Benefits		16,208		-		-		-		-
Total		8,148,464		2,875,047		1,488,415		855,998		558,692
Retirement	Acceleration of Outstanding Equity Awards		3,236,097		1,607,021		709,100		280,725		158,358
Pro-rata Performance Share Vesting 2		3,023,287		708,026		361,022		227,720		27,540
Total		6,259,384		2,315,047		1,070,123		508,445		185,898
Termination Without Cause by the Company	Termination Payment		1,872,872		980,000		648,353		538,707		559,191
Health & Welfare Benefits		16,208		21,821		19,308		8,598		21,821
Total		1,889,080		1,001,821		667,661		547,305		581,012
Change in Control 3	Severance Pay		2,809,308		1,960,000		1,296,705		1,077,414		1,118,382
Annual Incentive		2,949,773		840,000		460,121		382,308		372,794
Acceleration of Outstanding Equity Awards4		7,891,940		2,742,916		1,259,985		639,784		240,979
Health & Welfare Benefits		60,475		47,962		42,937		21,516		47,962
Total		13,711,497		5,590,878		3,059,748		2,121,022		1,780,117

1	The payout values for equity awards are based on the closing price of the Company’s stock on June 30, 2025 ($156.48).

2	The pro-rata performance share vesting is based on the following:

For FY 2023 PSU awards, the number of shares used in the calculation is based on the certified performance percentage of 52%.

For FY 2024 PSU awards, the number of shares used in the calculation is based on achievement of target performance and pro-rated at 2/3 since the termination event is 2/3 of the way through the performance period.

For FY 2025 PSU awards, the number of shares used in the calculation is based on achievement of target 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.

Upon a change in control, outstanding RSAs and RSUs 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 2023 PSU awards, the number of shares is based on the certified performance percentage of 52%, while for FY 2024 and FY 2025 PSU awards, the number of shares is based on target.

2025 Proxy Statement****63

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.