STANDEX INTERNATIONAL CORP/DE/
For the period ended Oct 20, 2026. Filed Sep 4, 2026.
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Oct 20, 2026 · Filed Sep 4, 2026
Contents
Performance Measures
For the FY 2024-2026 and FY 2025-2027 performance periods, the Compensation Committee set a traditional ROIC measure, as calculated using the 5-point average over the last fiscal year of the particular performance period. The Committee selected this 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 is adjusted by a relative TSR modifier over the three-year performance period. Specifically, actual awards are modified up or down 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 0% up 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 0% up to 25% |
For the FY 2026-2028 performance period, the Compensation Committee changed the measure from the traditional ROIC measure to an EBITDA metric. The Committee selected this EBITDA measure because ROIC had become less of a prevalent long term incentive plan metric within the Company’s peer group, while EBITDA has become more common for growth companies. Furthermore, ROIC does not drive behavior by business leaders as most decisions that have an impact on ROIC are made at the Board level, while EBITDA can be impacted by business leaders. The Committee retained the relative TSR modifier to more broadly reflect Standex value creation for shareholders relative to other industrial companies, but did adjust the relative TSR modifier curve. Specifically, actual awards are modified up or down as follows:
| If TSR over the three-year performance period is: | Then: |
|---|---|
| At or above the 85th percentile of the comparator group | The award will be increased by 25% |
| Between the 60th and 85th percentile of the comparator group | The award will be increased on a straight-line basis from 0% up to 25% |
| Between the 40th and 60th percentile of the comparator group | No change to the award |
| Between the 40th and 15th percentile of the comparator group | The award will be decreased on a straight-line basis from 0% up to 25% |
| At or below the 15th percentile of the comparator group | The award will be decreased by 25% |
The peer group selected for the 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.
2026 PROXY STATEMENT 49
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