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
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, 2026. 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 Event · Compensation Component · David Dunbar · Ademir Sarcevic · Alan Glass · Max Arets · Vineet Kshirsagar · Annemarie Bell | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acceleration of Outstanding Equity Awards | 6,867,036 | 2,020,271 | 1,272,675 | 333,502 | 416,284 | 521,483 | |||||||
| Death | Pro-rata Performance Share Vesting 2 | 6,159,917 | 1,583,720 | 714,005 | 186,227 | 247,160 | 491,768 | ||||||
| Total | 13,026,953 | 3,603,991 | 1,986,679 | 519,728 | 663,444 | 1,013,250 | |||||||
| Termination Payment - Salary | 1,872,872 | 582,400 | 432,932 | 387,706 | 339,022 | 361,455 | |||||||
| Acceleration of Outstanding Equity Awards | 6,867,036 | 2,020,271 | 1,272,675 | 333,502 | 416,284 | 521,483 | |||||||
| Disability | Pro-rata Performance Share Vesting 2 | 6,159,917 | 1,583,720 | 714,005 | 186,227 | 247,160 | 491,768 | ||||||
| Health & Welfare Benefits | 16,172 | - | - | - | - | - | |||||||
| Total | 14,915,997 | 4,186,391 | 2,419,611 | 907,434 | 1,002,466 | 1,374,705 | |||||||
| Acceleration of Outstanding Equity Awards | 6,867,036 | 2,020,271 | 1,272,675 | 333,502 | 416,284 | 521,483 | |||||||
| Retirement | Pro-rata Performance Share Vesting 2 | 6,159,917 | 1,583,720 | 714,005 | 186,227 | 247,160 | 491,768 | ||||||
| Total | 13,026,953 | 3,603,991 | 1,986,679 | 519,728 | 663,444 | 1,013,250 | |||||||
| Termination Without Cause by the Company Company | Termination Payment | 1,872,872 | 1,019,200 | 671,045 | 581,559 | 525,484 | 560,255 | ||||||
| Health & Welfare Benefits | 16,172 | 17,996 | 19,336 | 21,771 | 21,771 | 8,627 | |||||||
| Total | 1,889,044 | 1,037,196 | 690,380 | 603,330 | 547,255 | 568,883 | |||||||
| Severance Pay | 2,809,308 | 2,038,400 | 1,342,089 | 1,163,118 | 1,050,968 | 1,120,511 | |||||||
| Annual Incentive | 2,949,773 | 873,600 | 476,225 | 387,706 | 372,924 | 397,601 | |||||||
| Change in Control 3 | Acceleration of Outstanding Equity Awards 4 | 16,488,602 | 4,538,225 | 2,373,082 | 703,332 | 830,595 | 1,286,868 | ||||||
| Health & Welfare Benefits | 59,838 | 40,145 | 42,823 | 47,694 | 47,694 | 21,407 | |||||||
| Total | 22,307,522 | 7,490,370 | 4,234,220 | 2,301,850 | 2,302,181 | 2,826,386 | |||||||
| 1 | The payout values for equity awards are based on the closing price of the Company’s stock on June 30, 2026 ($357.67). |
| 2 | The pro-rata performance share vesting is based on the following: |
For FY 2024 PSU awards, the number of shares used in the calculation is based on the certified performance percentage of 68%.
For FY 2025 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 2026 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.
68 2026 PROXY STATEMENT
| 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 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 2024 PSU awards, the number of shares is based on the certified performance percentage of 68%, while for FY 2025 and FY 2026 PSU awards, the number of shares is based on target. |
2026 PROXY STATEMENT 69
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 2026 and the annual total compensation of the median employee of the Company.
As of June 30, 2026, Standex has approximately 4,100 employees in 70 operating locations across 17 countries. Approximately 66% of our employee population is located outside of the United States and approximately 55% 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.
These demographics are not significantly different from our FY 2025 demographics, however, our FY 2025 median employee was not employed throughout the entirety of FY 2026, so we have identified a new median employee. This median employee for FY 2026 is a full-time production employee in our Electronics division, located in the United States.
For FY 2026, our median employee’s total compensation was $43,783 as calculated in accordance with Item 402(c)(2)(x) of Reg. S-K. Our CEO’s annual total compensation for FY 2026, as reported and detailed in the Summary Compensation Table was $6,407,973. Based on this information, the ratio of these two was estimated to be 146 to 1.
70 2026 PROXY STATEMENT
Pay Versus Performance
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