Standex International (SXI) DEF 14ADefinitive proxy

Guide to Standex’s Proxy Statement

Invitation to 2024 Annual Meeting of Shareholders

Tuesday, October 22, 2024

9:00 a.m., local time

Standex International Corporation Corporate Headquarters

23 Keewaydin Drive, Suite 300, Salem, New Hampshire 03079

Dear Shareholder,

We cordially invite you to attend Standex’s Annual Meeting of Shareholders. We hope that you will join me, our Board of Directors, and other shareholders at the meeting. The attached Notice of Annual Meeting of Shareholders and Proxy Statement contain information about the business that will be conducted at the meeting. Following the meeting, I will present information on Standex’s operations and welcome any questions from shareholders.

Your vote is important to us! If you plan on attending the meeting, you may vote your shares in person. If you cannot vote in person, we urge you to vote via your proxy card, over the phone or on the Internet prior to the meeting. Detailed instructions on how to vote are found on page 83.

Thank you in advance for voting your shares, and thank you for your continued support of Standex.

Sincerely,     David Dunbar President/CEO Chair, Board of Directors

Standing from left to right: Michael A. Hickey, Thomas J. Hansen, David Dunbar, Jeffrey S. Edwards and Charles H. Cannon, Jr. Seated from left to right: B. Joanne Edwards, Thomas E. Chorman and Robin J. Davenport.

Notice of Annual Meeting of Shareholders

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Standex International Corporation (the “Company” or “Standex”) will be held on Tuesday, October 22, 2024 at 9:00 a.m., local time, at the Company’s Corporate Headquarters, located at 23 Keewaydin Drive, Suite 300, Salem, New Hampshire 03079.

You are receiving these proxy materials in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Standex, a Delaware corporation, to be voted at the 2024 Annual Meeting and any continuation, adjournment or postponement thereof.

Shareholders of record at the close of business on August 28, 2024 are entitled to vote at the meeting, either in person or by proxy, on the following matters, as well as the transaction of any other business properly presented at the Annual Meeting:

On September 6, 2024, we began to mail our shareholders either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet, or a printed copy of these materials. We have provided each shareholder a Notice of Internet Availability of Proxy Materials (the “Notice”), which encourages shareholders to review all proxy materials and our annual report and vote online at www.envisionreports.com/sxi. We believe that reviewing materials online reduces our costs, eliminates surplus printed materials and generally reduces the environmental impact of our Annual Meeting. If you would like to receive a printed copy of our proxy materials, please follow the instructions contained in the Notice.   All proxy solicitation costs are paid by the Company. In addition to proxy solicitations made by mail, the Company’s directors and officers may solicit proxies in person or by telephone.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope that you will vote your shares as soon as possible. We encourage you to vote via the Internet, since it is convenient and significantly reduces postage and processing costs. You may also vote via telephone or by mail if you received paper copies of the proxy materials. Instructions regarding the methods of voting are included in the Notice, the proxy card and this Proxy Statement on page 83.   By Order of the Board of Directors,     Alan Glass, Secretary

Proxy Statement Summary

 

This summary contains a general overview of this Proxy Statement. It highlights information contained elsewhere in this Proxy Statement and is meant to be used as a quick reference. This summary does NOT contain all of the information that you should consider before voting. You should read the entire Proxy Statement carefully before voting.

 

2024 Annual Meeting

 

 

You are receiving these proxy materials in connection with the solicitation of proxies by the Board of Directors of Standex International Corporation, a Delaware corporation, to be voted at the 2024 Annual Meeting and any continuation, adjournment or postponement thereof.

 

On September 6, 2024, we began to mail our shareholders either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet, or a printed copy of these materials. The Notice explains how you may access and review the proxy materials and how you may submit your proxy via the Internet. If you would like to receive a printed copy of our proxy materials, please follow the instructions contained in the Notice.

 

All proxy solicitation costs are paid by the Company. In addition to proxy solicitations made by mail, the Company’s directors and officers may solicit proxies in person or by telephone, and, in this regard, the Company has engaged the proxy solicitation firm, Alliance Advisors, to assist in this process.

 

Item	Proposals	Board Vote Recommendation
1	Election of Directors	FOR
2	Omnibus Incentive Plan Amendment	FOR
3	Advisory Vote on Executive Compensation	FOR
4	By-Laws Amendment	FOR
5	Ratification of Auditors	FOR

 

Agenda and Voting Recommendations

 

How to Vote

 

If you hold shares as of the RECORD DATE (August 28, 2024), you can vote your shares using any of the following methods:

 

	Vote by Internet Visit www.envisionreports.com/sxi.		Vote by Mail. Complete, sign, date and return your proxy card by mail.
	Vote by Telephone. Call toll-free to 1-800-652-VOTE (8683).		Vote in Person. You may attend the Annual Meeting in person and deliver a completed proxy card or vote by ballot.

 

Internet and telephone voting will be available 24 hours a day, 7 days a week, until 1:00 a.m., Eastern Time, on October 22, 2024. You do not need to return your proxy card if you vote by Internet or telephone.

 

See page 83 for more details.

2024 Proxy Statement    5

    

 

Item 1 Election of Directors     The Board and the Nominating and Corporate Governance Committee believe that the three director nominees possess the necessary qualifications and experiences to provide advice to the Company’s management and effectively oversee the business and the long-term interests of shareholders.   We are asking shareholders to vote to elect three director nominees to hold office until the 2027 annual meeting and until their successors have been elected and qualified. Please see page 11 for more information.   Our Board recommends a vote FOR each director nominee.

 

Board Nominees & Continuing Directors

 

				Committee Memberships
Name	Age	Years of Tenure	Term Expiration	A	C	N&CG	I&T
Robin J. Davenport Independent Former Vice President of Corporate Finance, Parker Hannifin Corporation	62	3	2024
Jeffrey S. Edwards* Independent Chairman and Chief Executive Officer, Cooper Standard Holdings, Inc.	62	10	2024
B. Joanne Edwards* Independent Former Senior Vice President and General Manager, Eaton Corporation Plc.	68	6	2024
Thomas E. Chorman Independent Chief Executive Officer, Solar LED Innovations, LLC	70	20	2025
Thomas J. Hansen Lead Independent Director Former Executive Vice Chairman, Illinois Tool Works, Inc.	75	11	2025
Charles H. Cannon, Jr. Independent Former Executive Chairman and Chief Executive Officer, JBT Corporation	72	20	2026
David Dunbar President and Chief Executive Officer, Standex International Corporation	63	10	2026
Michael A. Hickey Independent Former Executive Vice President and President of Global Institutional, Ecolab, Inc.	63	7	2026

^* Jeffrey S. Edwards and B. Joanne Edwards are not related.

A Audit Committee	C Compensation Committee		Chair
N&CG Nominating & Corporate Governance Committee	I&T Innovation & Technology Committee		Member

 

Corporate Governance Highlights

 

We are committed to strong corporate governance practices, which promote the long-term interests of shareholders, strengthen financial integrity and hold our Board and management accountable. The highlights of our corporate governance practices include the following:

 

•	All non-employee directors are independent		•	Policy against hedging and pledging of Company
•	Regular executive sessions of independent directors			stock
•	All Board committees are comprised solely of		•	SEC compliant clawback policy
	independent directors		•	Code of Conduct applies to directors & all
•	Annual board and committee self-evaluations			employees
•	Risk oversight (including cybersecurity) by the full		•	Annual advisory approval of executive
	Board and committees			compensation
•	Ongoing review of optimal Board composition		•	Board and committees may engage outside
•	Independent compensation consultant reports			advisors independently of management
	directly to the Compensation Committee		•	Oversight of whistleblower hotline
•	Lead Independent Director		•	Mandatory Board retirement age
•	Corporate Governance Guidelines		•	Periodic committee chair and membership
•	Stock ownership guidelines for directors and			rotations
	executive officers		•	Oversight of ESG strategy and reporting

6    2024 Proxy Statement

 

 

Item 3 Advisory Vote on Executive Compensation   We are asking shareholders to vote on an advisory basis on the compensation paid to our Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 48 and the Compensation Tables beginning on page 68. Please see page 24 for more information.    Our Board recommends a vote FOR this Item.

 

At-Risk Compensation Mix

 

CEO COMPENSATION MIX	NEO COMPENSATION MIX
		Fixed Pay   Base Salary	At-Risk Pay   Annual Incentive   OIP PSU   OIP RSA

 

2024 Pay at a Glance

 

		Actual Salary				Stock Awards				Non-Equity Incentive Plan Compensation				All Other Compensation				Total
Named Executive Officer		($)				($)				($)				($)				($)
David Dunbar President & CEO			927,432				3,318,267				342,665				145,544				4,993,485
Ademir Sarcevic Vice President, CFO & Treasurer			504,956				2,292,086				278,530				28,795				3,111,437
Alan Glass Vice President, CLO & Secretary			401,204				515,651				75,242				49,263				1,055,337
Annemarie Bell Vice President, Chief Human Resources Officer			332,571				268,375				128,729				21,489				751,450
Max Arets Vice President, Chief Information Officer			83,351				169,844				28,809				67,226				349,230

	Note:	This table provides certain summary compensation information for FY 2024. The Summary Compensation Table and associated footnotes may be found starting on page 68. The items here are from select columns of the Summary Compensation Table and not all items are shown here. The total is reported in the Summary Compensation Table.

8    2024 Proxy Statement 

 

Our Board currently consists of eight directors. We have three classes of directors, with each class being as equal in size as possible. The term of each class is three years and class terms expire on a rolling basis, so that one class of directors is elected each year.

The three director nominees, Robin J. Davenport, Jeffrey S. Edwards and B. Joanne Edwards, are current Class I members of the Board. Their term is set to expire at the 2024 Annual Meeting. The Board believes that Ms. Davenport, Mr. Edwards and Ms. Edwards possess the skills, abilities and experience to continue serving as directors and has nominated them to serve on the Board for an additional three-year term, to expire at the 2027 annual meeting.

The Board recommends that shareholders elect Ms. Davenport, Mr. Edwards and Ms. Edwards as Class I directors for a three-year term expiring at the 2027 annual meeting.

The Board and the Nominating and Corporate Governance Committee believe that there are general qualifications that all directors must exhibit and other key qualifications and experiences that should be represented on the Board as a whole, but not necessarily by each individual director.

Qualifications Required of All Directors

The Board and the Nominating and Corporate Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field, and be able to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple global cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition, potential director candidates are interviewed to assess intangible qualities, including the individual’s ability to engage in constructive deliberations, by asking difficult questions, working collaboratively, and respecting differing views of other Board members.

2024 Proxy Statement 11

Board Composition & Refreshment

The Board regularly reviews the skills, experience and background that it believes are desirable to be represented on the Board. On an annual basis, the Board reviews each director’s skills and assesses whether there are gaps that need to be filled. As a result, recruitment is an ongoing activity. A full skills matrix can be found under “Board Self-Assessment & Skills Matrix” on page 34.

The Board aims to strike a balance between the experience that comes from long-term service on the Board with the new perspective that new Board members bring, while being sensitive to the benefits of gender and racial diversity. The Board also has a mandatory retirement policy, under which no director may stand for re-election if he or she has reached the age of 75. We believe this balanced approach creates a renewed perspective that is beneficial to shareholders. Please refer to “Identifying and Evaluating Candidates for Board Membership” on page 35 for further information.

Due to our mandatory retirement policy, Mr. Hansen, our lead independent director, may not stand for re-election when his term expires on the date of the annual meeting in October 2025. To fill this planned vacancy, the Board has begun recruiting for his successor. As part of this process, the Board has reviewed the existing directors' skills and competencies and believes that the best possible candidate to succeed Mr. Hansen is one who has public company CEO or similar experience as well as competence in dealing with emerging risks such as cyber-security. Over the last six years, the Board has brought on two female directors, one of whom is racially diverse. In continuing the trend of expanding diversity on our Board, the Board will be evaluating a range of candidates, including women and those with racial and/or ethnic diversity, in order to find the best successor to Mr. Hansen.

Demographics of 2024 Director Nominees and Continuing Directors

12  2024 Proxy Statement

The following is biographical information for each director nominee and each continuing director. The information includes names, ages, principal occupations for at least the past five years, the year in which each director joined our Board and certain other information. The information is current as of September 6, 2024, except for each director’s age, which is current as of October 22, 2024.

Class I Directors - Term Expiring 2024:

	Robin J. Davenport Independent
	Director Since: 2021 Age: 62 Committees: Audit (Chair), Compensation			Ms. Davenport is a highly accomplished and respected executive with comprehensive financial and global industry expertise in the manufacturing sector. Additionally, she served on Parker Hannifin’s Disclosure Committee from 2014 until her retirement in 2022. Her professional areas of focus — M&A, capital allocation and corporate strategy — are of great assistance to the Board. This experience and track record of success has provided substantial value as the Board continues to explore short and long term growth strategies.
Business Experience				Current Board Memberships
» Vice President of Corporate Finance, Parker Hannifin Corporation (2014-2022)				» None
» Vice President, Business Planning & Development, Parker Hannifin Corporation (2004-2014)				Past Board Memberships
» Vice President, Business Planning & Development, CNH Capital (1996-2003)				» None

	B. Joanne Edwards Independent
	Director Since: 2018 Age: 68 Committees: Compensation, N&CG (Chair)			Ms. Edwards’ distinguished career as a senior executive in various global diversified manufacturing companies is of great benefit to our Board. Prior to her retirement, Ms. Edwards had increasingly responsible roles with strategic, financial and operational reach. She provides a wealth of insight into profit and growth strategies, both in the short term and the long term, which is beneficial to the Board as Standex continues to execute on its growth strategies and initiatives. Ms. Edwards’ decades of leadership and management experience adds value to the Board’s deliberations.
Business Experience				Current Board Memberships
» Senior Vice President & General Manager, Residential & Wiring Device Division, Eaton (2013-2017)				» Atkore Inc. » Amsted Industries
» Vice President & General Manager, Residential Products, Eaton (2011-2013)				Past Board Memberships
» Senior Business Unit Manager, Residential Products, Eaton (2007-2011)				» Hexion, Inc.
» President, Veris Industries LLC (2002-2007)

2024 Proxy Statement 13

	Jeffrey S. Edwards Independent
	Director Since: 2014 Age: 62 Committees: Compensation, N&CG			Mr. Edwards’ successful and lengthy history of leading a global manufacturing business has enabled him to advise the Board in a myriad of ways, including how to address operational and growth challenges and how to execute both short and long-term performance strategies. Mr. Edwards contributes his management acumen, knowledge of global manufacturing and insight into peer practices to the Board.
Business Experience				Current Board Memberships
» Chairman, Cooper Standard (since 2013)				» Cooper Standard Holdings, Inc.
» CEO, Cooper Standard (since 2012)				» Cooper Standard Foundation, Inc. (privately held)
» Corporate Vice President, Group Vice President and General Manager of the Automotive Experience Asia Group & North America, Johnson Controls, Inc. (2002-2012)				Past Board Memberships
» Various managerial & executive positions, Johnson Controls, Inc. (1984-2002)				» None

Required Vote & Recommendation

Our By-Laws require that, in an uncontested election, each director be elected by a majority of the votes cast. A majority of votes cast means that the number of votes cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. Shareholders that either mark “ABSTAIN” on the proxy card or otherwise abstain from voting will not be counted as either “FOR” or “AGAINST.” Broker non-votes will not be counted as either “FOR” or “AGAINST.”

In the event that there is a contested election, each director will be elected by a plurality of the votes cast, which means the directors receiving the largest number of “FOR” votes will be elected to the open positions.

In the event that any nominee becomes unavailable, the Board may either choose a substitute or postpone filling the vacancy until a qualified candidate is identified. If there is a substitute, the individuals acting under your proxy may vote for the election of a substitute. The nominees have indicated their willingness to serve as directors and we have no reason to believe that any of the nominees will become unavailable.

The Board of Directors recommends that you vote “FOR” the election of each nominee.

14  2024 Proxy Statement

Continuing Directors

Class III Directors - Term Expiring 2025:

	Thomas E. Chorman Independent
	Director Since: 2004 Age: 70 Committees: Audit, N&CG, I&T (Chair)			Mr. Chorman is a seasoned financial professional, with experience as a financial executive, an entrepreneur and a private equity investor. Mr. Chorman has been involved in the day to day financial reporting obligations of established, publicly traded, global companies as well as smaller start-ups. Mr. Chorman’s financial background provides a significant benefit to the Board when analyzing acquisition opportunities and when evaluating both the current financial results and long range strategic plans of Standex.
Business Experience				Past Board Memberships
» CEO, Solar LED Innovations, LLC (since 2006)				» Symmetry Medical, Inc.
» CEO & President, Foamex (2001-2006)				» Foamex
» CFO, Ansell Healthcare (2000-2001)
» CFO, Armstrong World Industries (1997-2000)
» Various managerial and executive roles including international and corporate new ventures, P&G (1984-1997)
Current Board Memberships
» None

	Thomas J. Hansen Independent
	Director Since: 2013 Age: 75 Committees: Audit			Prior to his retirement, Mr. Hansen had a long and distinguished career with a global manufacturing company that has similar diversified aspects to Standex. Mr. Hansen’s broad end-market knowledge and acquisition experience, as well as his service on other global manufacturers’ boards, provide valuable insight to the Board. Mr. Hansen’s integrity and independent judgment make him especially well-suited for the role of Lead Independent Director, which he has held since 2016.
Business Experience				Past Board Memberships
» Vice Chairman, ITW (2006-2012)				» ITW
» Executive Vice President, ITW (1998-2006)				» CDW Corporation
» Various managerial and executive roles, ITW (1980-1998)				» Gill Industries
Current Board Memberships				» Terex Corporation
» Mueller Water Products, Inc.

2024 Proxy Statement 15

Class II Directors - Term Expiring 2026:

	David Dunbar
	Director Since: 2014, Chair Age: 63 Committees: N/A			Mr. Dunbar has decades of executive experience with global manufacturing companies. His diverse background at various operational levels, coupled with his technical engineering education, provides a broad perspective to the Board. As President and CEO, Mr. Dunbar is uniquely positioned to report to the Board on Company activities and guide discussions regarding the Company’s strategic growth priorities.
Business Experience				Current Board Memberships
» Chair, Standex (since 2016)				» Watts Water Technologies, Inc.
» President & CEO, Standex (since 2014)
» President of Valves and Controls, Pentair Ltd., (2012-2014)				Past Board Memberships
» President of Valves and Controls, Tyco Flow Control (2009-2012)				» None
» Various managerial and executive roles, Emerson Electric (2004-2009)

	Michael A. Hickey Independent
	Director Since: 2017 Age: 63 Committees: Compensation (Chair), N&CG, I&T			Prior to Mr. Hickey’s retirement in February 2020, he enjoyed a distinguished career at Ecolab Inc., where he served in managerial and executive roles of increasing responsibility since 1984. Mr. Hickey’s track record of leading a solutions- driven business with an intimate customer focus, together with his mergers and acquisitions, marketing and sales, and operations experience provides a dynamic voice to the Board.
Business Experience				Current Board Memberships
» President of Global Institutional, Ecolab Inc. (2012-2020)				» National Restaurant Association
» Executive Vice President of Institutional Sector North America, Ecolab Inc. (2011-2012)				» St. Bonaventure University
» Executive Vice President of the Global Service Sector, Ecolab Inc. (2010-2011)				Past Board Memberships
» Various executive and managerial roles, Ecolab Inc. (1985-2010)				» None

	Charles H. Cannon, Jr. Independent
	Director Since: 2004 Age: 72 Committees: Audit, N&CG			Mr. Cannon retired from JBT after several decades of senior executive experience. His leadership at a company that operates in some of the same industries as our Company provides excellent insight to the Board. Mr. Cannon contributes his demonstrated executive leadership skills, as well as his knowledge of corporate organization, finance and operations to the Board. Mr. Cannon’s technical and business education, coupled with his global perspective, provide a unique voice to our Board.
Business Experience				Current Board Memberships
» Executive Chairman, JBT Corporation (2013-2014)				» U.S. Naval Academy Foundation
» Chairman and CEO, JBT Corporation (2008-2013)
» Vice President and Senior Vice President, FMC Technologies (2001-2008)				Past Board Memberships
» Various managerial and executive positions, FMC Technologies (1994-2001)				» JBT Corporation

16  2024 Proxy Statement

The Compensation Committee recommended, and our Board has approved, subject to shareholder approval, an amendment to the Amended and Restated 2018 Omnibus Incentive Plan (“OIP”). The amendment to the OIP would increase the number of shares authorized for grants under the OIP by 450,000 to 1,350,000 shares of our Common Stock. A copy of the OIP, as amended, is attached as “Appendix A” to this Proxy Statement. This is the second time we have requested approval to increase the number of shares authorized for issuance under the OIP. The first time we requested approval was in 2021, when we requested and received approval to increase the number of shares authorized for issuance to 900,000 shares of our Common Stock.

Our Board recommends that shareholders approve the amendment to the OIP because it will allow the Company to successfully attract and retain the best possible candidates. We previously believed that the additional 400,000 authorized shares in 2021 would be sufficient to cover our anticipated needs for a period of five years. However, we now believe that the currently authorized shares will be sufficient for anticipated grants during FY 2025, but will likely not be sufficient for grants in FY 2026. For these reasons, the Board recommends that shareholders approve an amendment to the OIP to increase the number of shares of Common Stock authorized for future awards to be granted under the OIP.

As of June 30, 2024, the number of shares of Common Stock that remained available for future grants was 242,954. If this proposal is approved, the combined 692,954 shares available under the OIP would represent approximately 6% of fully diluted Common Stock outstanding as of June 30, 2024. As of this filing, an additional 55,734 shares of stock have been granted as part of the FY25 annual grants under the OIP, leaving a combined 637,220 shares of stock available, if the amendment is approved. The Board believes that this number of shares represents a reasonable amount of potential equity dilution in light of the purposes of the OIP, as described below. If the amendment to the OIP is approved and we issue awards in amounts consistent with the three-year average burn rate described below, it is anticipated that the available shares will meet our needs for approximately four to five years. Assuming shareholders approve this proposal, we will file a Registration Statement on Form S-8 to register the additional Common Stock available for issuance.

2024 Proxy Statement 17

Significant Historical Award Information

The following table provides information regarding the grant of equity awards over the past three fiscal years. The information accounts for PSU awards at target.

OIP Plan Summary

The following is a brief description of the principal features of the OIP. This summary is qualified by reference to the full text of the OIP, as amended, found under “Appendix A: Amended & Restated 2018 Omnibus Incentive Plan”, starting on page 86.

Purpose

The purpose of the OIP is to encourage and enable executives, employees, directors and others (as defined in the OIP) to acquire a proprietary interest in Standex. This enables Standex to:

Eligibility

The OIP authorizes the following types of awards to be made to any employee, officer, non-employee director, or Third Party Service Provider, as defined in the OIP, of the Company and its subsidiaries, as designated by the Compensation Committee. All awards will be evidenced by a written award agreement between the Company and the participant and will include such provisions and conditions as may be specified by the Compensation Committee.

18  2024 Proxy Statement

Types of Awards

Stock Options

Stock options give the holder the right to purchase shares of common stock at a specified price during specified time periods. The exercise price of an option granted under the OIP may not be less than the fair market value of the common stock on the date of grant. Stock options granted under the OIP have a maximum term of 10 years. The OIP authorizes both incentive stock options and nonqualified stock options. Incentive stock options can only be granted to employees of the Company or its subsidiaries and have an annual fair market value limit of $100,000 per recipient. Stock options are not a part of the Company’s current compensation program.

Restricted Stock and Restricted Stock Units

Awards of Restricted Stock (“RSAs”) grant the recipient shares of common stock which are subject to certain vesting requirements. Restricted Stock Unit (“RSU”) awards grant the recipient the right to receive a certain number of common stock at vesting, subject to certain vesting requirements. Recipients of such awards do not have any voting rights until the vesting requirements are satisfied, unless the Compensation Committee determines otherwise. Vesting requirements include continued employment, achievement of pre-established goals or a combination of both. The Company currently grants time-based RSAs, which have voting rights, and also grants RSU awards, which do not have voting rights.

Stock Appreciation Rights

Stock Appreciation Rights (“SARs”) give the holder the right to receive, either in cash or common stock equivalent, the excess of the fair market value of one share of common stock on the date of exercise, over the exercise price of the SAR. The exercise price of the SAR may not be less than the fair market value of the common stock on the date of grant. SARs granted under the OIP have a maximum term of 10 years. SARs are not a part of the Company’s current compensation program.

Unrestricted Stock Awards

The Compensation Committee, in its discretion, may grant or sell to any eligible person shares of common stock free of restrictions. The sales price of such stock awards is determined by the Compensation Committee. The OIP allows the granting or selling of unrestricted stock awards as payment for past services or other valid consideration. Unrestricted stock awards cannot be sold, assigned, transferred, pledged or otherwise encumbered.

Performance Awards

Performance awards grant the recipient the right to receive, either in cash or shares of common stock, a payout upon the attainment of pre-established performance goals. The Company’s current compensation program includes performance share unit awards, as a component of long-term equity incentive compensation, and performance cash awards, as annual short-term incentive compensation.

Shares

Maximum Number of Shares Available

With the amendment, the maximum number of shares of Company common stock which may be allocated to awards, including SARs, is 1,350,000 shares.

Share Pool and Share Counting

Each share issued pursuant to an award under the OIP will reduce the number of shares available by one share. Shares subject to awards under the OIP that terminate or expire unexercised, or are canceled, terminated, forfeited or lapse for any reason, or are exchanged for an award that does not involve the issuance of shares and shares underlying awards that are ultimately settled in cash, will become available for future grants of awards under the OIP. Similarly, in the event that a maximum payout is not reached, the unearned shares originally subject to the award will be added back to the share reserve. The following shares do not return to the share pool and are not available for issuance under the OIP: (i) shares used to pay the exercise price or withholding taxes related to an outstanding stock option or SAR; (ii) shares that are not issued or delivered upon the exercise of an SAR; and (iii) shares repurchased by the Company on the open market with proceeds from the exercise of a stock option.

2024 Proxy Statement19

Expected Duration of the Share Reserve

If this proposal is approved by our shareholders, we expect that the share reserve under the OIP will be sufficient for awards for approximately 5 years. Expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate at which shares are returned to the OIP’s share pool upon expiration, forfeiture or cash settlement; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions are reasonable, future share usage may differ from current expectations.

Adjustments to Share Reserve

The number of shares allocated to the OIP shall be appropriately adjusted to reflect any subsequent equity restructuring, such as stock dividends, stock splits, reverse stock splits and similar matters affecting the overall number of the Company’s outstanding shares. Similarly, in the event of any other change in corporate capitalization, the Compensation Committee has the authority to make equitable adjustments to prevent dilution or enlargement of any rights granted under the OIP.

Administration

The OIP is administered by the Compensation Committee. The Compensation Committee has the authority to:

Additionally, the Compensation Committee may, by resolution, authorize any officer of the Company to designate employees as award recipients and determine the amount of such awards. This delegation is limited by: (i) not allowing the authorized officer to grant an award to an officer (defined as a reporting person under Section 16 of the Exchange Act); (ii) requiring the resolution to include the total number and/or dollar value of awards the officer is allowed to grant; and (iii) requiring the officer to periodically report to the Compensation Committee regarding the nature and scope of awards granted by the officer. Lastly, the Compensation Committee may expressly delegate to one or more of its members or to one or more officers of the Company or its affiliates or to one or more agents or advisors its administrative duties or powers under the OIP.

Treatment of Awards upon Certain Events

Termination of Continuous Service

The applicable award agreement or special plan document governing an award will specify the treatment of such award upon the termination of a participant’s continuous service. Continuous service means the absence of any interruption or termination of service as an employee, officer or director; provided that the following will not be considered an interruption in service: (i) a participant transfers employment, without interruption, between the Company and an affiliate or between affiliates, (ii) in the case of a spin-off, sale or disposition transaction where the Compensation Committee determines that no interruption will result or (iii) the participant is granted an unpaid leave of absence authorized in writing by the Company that does not exceed 12 months. The OIP defines an affiliate as any parent company of Company and each subsidiary of the Company, as those terms are defined in Section 424 of the IRC.

Change in Control

Unless otherwise provided in an award agreement or any special plan document or separate agreement with a participant governing an award, upon the occurrence of a change in control (“CIC”) of the Company in which awards are not assumed by the surviving entity or otherwise converted into a Replacement Award, as defined in the OIP, the following shall occur:

20  2024 Proxy Statement

Unless otherwise provided in an award agreement or any special plan document or separate agreement with a participant governing an award, if there is a change in control of the Company and a qualifying Replacement Award is provided to the participant, the participant shall not receive any automatic vesting or acceleration of the Replaced Award, as defined in the OIP. However, if a participant’s employment is involuntarily terminated other than for cause after such a change in control, then a participant’s Replacement Award in the form of:

Forfeiture Events

Awards under the OIP will be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable to the participant, including the claw back policy maintained in accordance with SEC requirements. An award agreement may specify that an award will be reduced, canceled, forfeited or recouped upon certain events, including (i) termination of employment for cause; (ii) violation of material Company policies; (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the participant; (iv) other conduct by the participant that is detrimental to the business or reputation of the Company; and (v) a later determination that the vesting of, or amount realized from, a performance award was based on materially inaccurate financial statements or performance metric criteria, whether or not the participant caused or contributed to such inaccuracy. The Company will also seek to recover any granted awards as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or listing standards of the NYSE.

Termination & Amendment

The OIP became effective on October 23, 2018 and shall continue until October 23, 2028 unless earlier terminated by the Board or the Compensation Committee. The Board or the Compensation Committee may, at any time and from time to time, amend, modify or terminate the OIP, unless such an amendment or modification would require shareholder approval under applicable laws, regulations or the NYSE rules.

The Compensation Committee may amend, modify or terminate an outstanding award without the approval of the participant, provided however, (i) the value of such award may not be reduced or diminished without the participant’s consent; (ii) the original term of an option or SAR may not be extended without prior approval of the Company’s shareholders; (iii) subject to the anti- dilution provisions of the OIP, the exercise price of an option or base price of an SAR may not be reduced, directly or indirectly (such as an exchange of an “underwater” option or SAR for cash or for another award), without the prior approval of the Company’s shareholders; and (iv) no termination, amendment or modification of the OIP will adversely affect any award previously made under the OIP without the consent of the affected participant.

Tax Consequences of Awards

The following discussion is limited to a summary of the U.S. federal income tax provisions relating to the making, exercising and vesting of awards under the OIP and the subsequent sale of common stock acquired under the OIP. The tax consequences of awards may vary depending upon the particular circumstances, and it should be noted that the income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local and foreign tax laws.

2024 Proxy Statement 21

Nonstatutory Stock Options

There will be no federal income tax consequences to the optionee or to the Company upon the grant of a stock option under the OIP. When the optionee exercises a stock option, however, they will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock received upon exercise over the exercise price, and the Company expects that it will be allowed a corresponding deduction. Any gain that the optionee realizes when the optionee later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Stock Appreciation Rights

At the time the award is granted, a participant receiving a SAR will not recognize income, and the Company will not be allowed a tax deduction. When the participant exercises the SAR, the amount of cash and the fair market value of any shares of common stock received will be ordinary income to the participant and the Company expects that it will be allowed a corresponding income tax deduction at that time.

Restricted Stock

Generally, the participant will not recognize income and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding income tax deduction at that time, subject to any applicable limitations under IRC Section 162(m). If the participant files an election under IRC Section 83(b) within 30 days after the date of grant of the restricted stock, they will recognize ordinary income as of the date of grant equal to the fair market value of the stock on that date (less any amount paid for the stock), and the Company will be allowed a corresponding income tax deduction at that time, subject to applicable IRC Section 162(m) limitations. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the election. To the extent unrestricted dividends are paid during the restricted period under the applicable award agreement, any such dividends will be taxable to the participant as ordinary income and will be deductible by the Company unless the participant has made an election under IRC Section 83(b), in which case the dividends will thereafter be taxable to the participant as dividends and will not be deductible by the Company.

Stock Units

A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Stock unit awards are typically RSUs or PSUs. Upon receipt of shares of common stock (or the equivalent value in cash) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the common stock or other property as of that date, and the Company will be allowed a corresponding income tax deduction at that time, subject to any applicable limitations under IRC Section 162(m).

Cash-Based Awards

A participant will not recognize income at the time a cash-based award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received. The Company will be allowed a corresponding income tax deduction at the time the award is accrued under GAAP, as long as the award is settled within 2 1/2 months of the end of the fiscal year and subject to any applicable limitations under IRC Section 162(m). Otherwise, the Company will be allowed a corresponding income tax deduction at the time the award is paid.

IRC Section 409A

If an award is subject to IRC Section 409A (which relates to nonqualified deferred compensation plans), and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. All awards that comply with the terms of the OIP, however, are intended to be exempt from the application of Section 409A or meet the requirements of Section 409A in order to avoid such early taxation and penalties.

Tax Withholding

The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy the Company’s federal, state and local tax withholding obligations (including employment taxes) imposed by law with respect to any exercise, lapse of restriction or other taxable event arising as a result of an award under the OIP. The Compensation Committee may, at the time the award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by delivery of, or withholding from the award, shares having a fair market value on the date of withholding equal to the amount required to be withheld for tax purposes.

22  2024 Proxy Statement

Benefits to Named Executive Officers & Others

Because awards under the OIP are discretionary, benefits or amounts that may be received by or allocated to eligible participants are not presently determinable. No awards that are contingent upon obtaining shareholder approval of the amendment of the OIP have been made.

The following table shows all of the awards under the OIP for FY 2024:

Required Vote & Recommendation

Approval of this proposal will require the affirmative vote of a majority of the votes cast in person or represented by proxy. Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non-votes will not be considered to have voted on this proposal, so will have no effect on the outcome.

The Board recommends that you vote “FOR” the amendment to the Amended and Restated 2018 Standex Omnibus Incentive Plan.

2024 Proxy Statement 23

At each annual meeting, the Board provides shareholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers. Please see the “Summary Compensation Table” starting on page 68 for full details. This proposal, commonly known as a “Say on Pay” proposal, gives our shareholders the opportunity to endorse or not endorse our executive compensation programs and policies and the total compensation paid to our named executive officers. This advisory vote does not address any specific element of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as detailed in the “Compensation Discussion & Analysis” starting on page 48.

Although this vote is non-binding, the Board values the opinions of the Company’s shareholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

As described in more detail in the Compensation Discussion and Analysis (“CD&A”) section, we have designed our executive compensation programs to align the long-term interests of our executives with those of our shareholders, attract and retain talented individuals and reward current performance. A large portion of the compensation is tied to the Company’s performance and is paid in both performance and time-based equity. This closely aligns both the short-term and long-term interests of our executives with those of shareholders and drives the creation of shareholder value.

We encourage shareholders to review the CD&A, which describes our philosophy and business strategy underpinning the programs, the individual elements of the compensation programs and how our compensation plans are administered.

Required Vote & Recommendation

Approval of this advisory proposal will require the affirmative vote of a majority of the votes cast in person or represented by proxy. Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non- votes will not be considered to have voted on this proposal, so will have no effect on the outcome.

The advisory vote on executive compensation is non-binding, therefore, our Board will not be obligated to take any compensation actions or adjust our executive compensation programs or policies as a result of the vote. Notwithstanding, the resolution will be considered passed with the affirmative vote of the majority of the votes cast at the Annual Meeting.

The Board recommends that you vote “FOR” the following non-binding resolution:

RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

24  2024 Proxy Statement

Proposal Summary

The Board has determined that it is in the shareholders’ best interests to allow the Board to also have the flexibility to set the number of directors within the prescribed range. As explained in greater detail below, this flexibility would allow the Board to recruit more effectively, prevent a potential loss of viable candidates and allow for more effective transitions and knowledge transfers between incoming and outgoing directors.

Under the Company’s Amended and Restated By-Laws (the “By-Laws”), the Board of Directors shall be comprised of not less than seven directors, and not more than fifteen directors, with the number of directors within that range as set from time to time by the shareholders. As currently written, shareholders have the authority to set the number of directors on the Board within the prescribed range and the Board does not have the authority to appoint additional directors to the Board, as that would increase the number of directors on the Board and would violate the number of directors set by the shareholders.

As amended, the Board, in addition to the shareholders, would be able to set the number of directors within the prescribed range. Furthermore, the amendment provides that any director appointed to fill a vacancy created by the Board increasing the number of directors shall be submitted to a vote of the shareholders at the first annual meeting that occurs after their appointment.

Since the proposed amendment would amend Article III of the By-Laws, eighty percent of outstanding shares must be voted “FOR” the amendment in order to pass the amendment. Given the high bar, the Company recently engaged in a shareholder outreach campaign in order to proactively discuss the proposal with top shareholders and shareholder advisory groups and to obtain comments and feedback. The response from the shareholders and advisory groups was overwhelmingly positive, so the Company believes that this super-majority voting requirement can be met.

Rationale

The prevailing practice with respect to public company governance is for the Board of Directors (and not the shareholders) to have the authority to flex its size within a prescribed range. The proposed By-Law amendment would allow the Board such flexibility without altering the existing rights of the shareholders. Allowing the Board such flexibility is critical to the Board’s efforts to recruit more effectively, prevent a potential loss of viable candidates, and allow for more effective transitions and knowledge transfers between incoming and outgoing directors.

The Board has a mandatory retirement policy, whereby no director may be re-elected if such director has reached the age of 75. As such, most vacancies on the Board are planned retirements for which the Board engages in an extensive recruiting process. In today’s corporate governance environment, recruiting candidates who have the desired skillset and demographic attributes has become an extremely competitive process. As a result, this process typically begins well over a year before the planned retirement. The current By-Law hampers the Board in this process; once the Board identifies a desired candidate, it may not immediately offer the candidate a board seat because doing so would increase the number of directors above the number most recently set by the shareholders. Instead, the candidate must wait until the next annual meeting to be elected to the Board. As a result, the Company risks losing desirable candidates to other companies that don’t have this unusual restriction.

Moreover, the inability to increase the size of the Board limits the ability of the Board to facilitate a smooth transition of knowledge and perspective as the outgoing Board member prepares for retirement.

For these reasons, the Board believes that the proposed amendment is necessary in order to attract and retain the best and most qualified candidates for the Company’s director positions and to facilitate a smooth transition with respect to Board retirements.

2024 Proxy Statement 25

Outreach Campaign

Given the super-majority vote that is necessary in order to pass the amendment, the Company engaged in a proactive outreach campaign with its top shareholders to solicit feedback and gauge potential support for the proposed amendment. The Company was able to engage, via video teleconference, with a number of top ten shareholders as well as Institutional Shareholder Services. During these engagement calls, the Company explained the potential By-Law amendment, the difficulties caused by the current language (reproduced below), and solicited feedback on the potential proposal. At the time of the engagement calls, no formal language had been constructed or proposed, so the Company received suggestions for potential language. It has incorporated certain shareholder feedback and suggestions in the proposed amendment.

When the Company explained the rationale for the potential proposal, the shareholders with whom the Company engaged expressed support for the proposal.

Proposed Language of By-Law Amendment

A copy of the proposed amendment is attached as “Appendix B: Proposed Amendment to the By-Laws” to this Proxy Statement, and the text, marked with the proposed changes (additions underscored, and deletions struck-through) is as follows:

Article III

Section 1. Number and Term of Office. The Board of Directors shall be composed of not less than seven nor more than fifteen directors, as fixed by the stockholders or by the Board of Directors from time to time. If the Board of Directors increases the number of directors, any director appointed to fill the vacancy created by such increase shall be submitted to a vote of the stockholders at the next Annual Meeting of Stockholders. Notwithstanding anything to the contrary contained in the next paragraph or elsewhere in these By-Laws, no change in the number of directors shall result in the removal of any director prior to the expiration of his their term of office or the reduction of his their term of office. The directors shall be elected at the Annual Meeting of Stockholders, except as provided in Section 3 of this Article III. Directors need not be stockholders.

Required Vote & Recommendation

Approval of this By-Law Amendment will require the affirmative vote of the holders of at least eighty percent (80%) of the outstanding shares of our Common Stock entitled to vote as of the Record Date. Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on amendments to our By-Laws unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to this proposal if you want your broker to vote your shares on the matter. Abstentions and Broker non- votes will have the same effect as votes “Against” this proposal.

If approved, the amendment will become effective immediately following the Annual Meeting.

If our shareholders do not approve the amendment, the current provisions of our By-Laws will remain unchanged.

The Board recommends that you vote “FOR” the proposed amendment to the Company’s By-Laws.

26  2024 Proxy Statement

The Audit Committee has approved Deloitte & Touche LLP (“Deloitte”) to serve as our independent auditors for the 2025 fiscal year. Deloitte was appointed on August 26, 2020. The Company did not engage Deloitte at any time during the two years before the appointment for any accounting-related matter. In the time since Deloitte’s appointment, Deloitte’s reports on the Company’s financial statements did not contain any adverse opinion or a disclaimer of opinion, nor was Deloitte’s opinion qualified or modified as to uncertainty, audit scope or accounting principles.

We are asking our shareholders to ratify the appointment of Deloitte as our independent auditors. Although shareholder ratification is not required, the Board is submitting the proposal because we value our shareholders’ views on the Company’s independent auditors and as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the Audit Committee will investigate the reasons and consider selecting a different firm. Even if the selection is ratified, the Audit Committee may select different independent auditors at any time during the year if it determines such a change would be in the best interests of the Company and its shareholders.

A representative from Deloitte will be available at the Annual Meeting to, as requested, make a statement, speak with shareholders or respond to appropriate questions.

Pre-Approval Policy

All services performed in FY 2024 were pre-approved by the Audit Committee in accordance with the Audit Committee’s charter. The pre-approval policy requires the independent auditors to submit an itemization of the services to be provided and fees to be incurred during the fiscal year. The Audit Committee approves the scope and timing of the external audit plan and focuses on any matters that may affect the scope of the audit or the independence of the independent auditor. In that regard, the Audit Committee receives certain representations from the independent auditors regarding its independence and the permissibility, under the applicable laws and regulations, of any services provided.

Once the initial audit plan has been approved, any requests for additional services or fees must be submitted to the Audit Committee for approval. These additional services may not commence until the Audit Committee reviews and approves the request.

These requests for approval are normally evaluated during regularly scheduled Audit Committee meetings. However, if a request is submitted between meeting times, the Chair of the Audit Committee may approve the request pursuant to a delegation of authority. For the Chair of the Audit Committee, the approval authority is limited to services valued at less than $100,000. Any requests for services exceeding $100,000 must be approved by the full Audit Committee. If the Chair has exercised their approval authority, they must disclose all approval determinations to the full Audit Committee at the next regularly scheduled meeting.

Relationship with Independent Registered Public Accounting Firm

The Audit Committee reviews all relationships between the independent auditor and the Company, including the provision of non-audit services. Deloitte has provided certain non-audit services to the Company related to tax compliance, tax advisory and transaction due diligence services.

The Audit Committee considered the effect of Deloitte’s non-audit services in assessing its independence. After discussion with Company management and Deloitte, the Audit Committee concluded that the provision of these services was permitted under the rules and regulations concerning auditor independence.

2024 Proxy Statement 27

Independent Auditor’s Fees

The following table summarizes the aggregate fees for audit and non-audit services incurred by the Company. The Audit Committee pre-approved all of these audit and non-audit fees in accordance with the pre-approval policy described above.

Required Vote & Recommendation

Approval of this advisory proposal will require the affirmative vote of a majority of the votes cast in person or represented by proxy. Abstentions will not count as votes cast on this proposal, so abstentions will have no effect on the outcome. Broker non- votes will be considered as a vote “FOR” this proposal.

The Board recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.

28  2024 Proxy Statement

Governance

The purpose of corporate governance is to ensure that we maximize shareholder value consistent with a business model of integrity, ethical practices and compliance with all applicable law.

As part of its duties to the Company, the Board monitors and oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations. Additionally, the Board monitors and oversees the governance practices of the CEO and senior management.

In order to serve the best interests of shareholders while carrying out its purpose, the Board has established internal guidelines — the Corporate Governance Guidelines — designed to promote effective oversight of the Company’s governance program and principles, beginning with the Board itself. You can access these materials by going to ir.standex.com and clicking on “Governance.” See page 85 for instructions on receiving copies of our corporate governance materials.

2024 Proxy Statement 29

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure in order to best serve shareholders’ interests. To ensure an efficient and high-functioning board, in 2016, the Board elected our President and CEO, David Dunbar, to serve as Chair of the Board. In its determination that Mr. Dunbar should serve in this role, our Board examined several factors and believed that Board independence and management oversight were effectively maintained through the Board’s composition of independent directors, the committee system and a seasoned and engaged Lead Independent Director. A combined CEO and Chair role serves as an effective bridge between the Board and senior management and also provides strong unified leadership of the Company.

Optimal Board leadership structure may change as circumstances warrant. The Board reviews its determination annually in accordance with the Corporate Governance Guidelines. This annual review allows the Board to maintain flexibility and promote the execution of the Company’s strategy, the independent oversight of senior management and the best interests of shareholders. In the event the Board determines that a different leadership structure is in the best interests of the Company and its shareholders, the Board will consider a change. Mr. Hansen, the current Lead Independent Director, has reached age 75 and may not be re-elected to the Board upon the expiration of his term at the annual meeting in October 2025. After careful consideration, the Board has determined that Mr. Hickey is best suited to succeed Mr. Hansen as Lead Independent Director. In order to facilitate a smooth Board leadership transition, the Board has determined that Mr. Hickey, effective upon conclusion of the 2024 Annual Meeting, will transition into the Lead Independent Director role.

Within the Board leadership structure are three distinct roles with specific duties and responsibilities. These duties and responsibilities are described below and are set forth in the Company’s By-Laws and Corporate Governance Guidelines.

Chair of the Board

Chief Executive Officer

Lead Independent Director

30  2024 Proxy Statement

Board Committees

The Board maintains four Committees:

	Audit	Compensation	Nominating & Corporate Governance	Innovation & Technology

Only independent directors are eligible to serve on the Audit, Compensation and Nominating & Corporate Governance (“N&CG”) Committees. Each committee is governed by a written charter. To view the charters of these committees, please go to ir.standex.com, click on “Governance,” then “Committee Charters.”

Meeting Attendance

Under our Corporate Governance Guidelines, directors have a duty to attend, whenever possible, all Board and committee meetings for committees on which the director serves. The Board held 5 meetings in FY 2024, while the committees of the Board held a total of 18 meetings. Each director attended at least 75 % of the meetings of the Board and each of the committees on which such director served during FY 2024. All Board members attended the Company’s 2023 annual meeting of shareholders. The Company anticipates that all of the Board members will attend the 2024 Annual Meeting.

Committee Structure and Membership

Our Board designates Committee members and Chairs based on the N&CG Committee recommendations.

The N&CG Committee recommended, and the Board approved, that all committee chairs and committee membership be periodically realigned in order to maintain a fresh perspective for each committee. Such a realignment was undertaken in FY 2023, when new chairs were appointed and committee membership was rotated. The N&CG Committee recommended that FY 2023 committee chairs and members continue in their positions for FY 2024, so no changes were made.

The following table shows the composition of each committee for FY 2024:

	Committee Memberships
Name	A	C	N&CG	I&T
David Dunbar
Charles H. Cannon, Jr. Independent
Thomas E. Chorman Independent
Robin J. Davenport Independent
B. Joanne Edwards Independent
Jeffrey S. Edwards Independent
Thomas J. Hansen Independent
Michael A. Hickey Independent

A Audit Committee	C Compensation Committee	Chair Member Member
N&CG Nominating & Corporate Governance Committee	I&T Innovation & Technology Committee

2024 Proxy Statement 31

Report of the Audit Committee

The Company’s internal controls and financial reporting are a multi-faceted undertaking, monitored and overseen by the Audit Committee. The Company’s management has the primary responsibility for the Company’s internal controls and financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and reporting on the Company financial statements’ conformity with generally accepted accounting principles. The Audit Committee’s responsibility is to monitor and oversee all of these processes on behalf of the Board. This responsibility includes engaging the independent auditors, pre-approving their annual audit plan and reviewing their annual audit report.

In this context, the Audit Committee has reviewed and discussed the consolidated financial statements with management and Deloitte. The Audit Committee has also reviewed management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and Deloitte’s evaluation of these controls. The Audit Committee further discussed matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Deloitte has provided to the Audit Committee the written disclosures and the letter required by the PCAOB and has discussed with the Audit Committee its independence from the Company and Company management. Finally, the Audit Committee considered whether Deloitte’s provision of non-audit services to the Company was compatible with maintaining its independence.

Based on these reviews and discussions, the Audit Committee has recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 which was filed with the SEC on August 2, 2024.

Robin J. Davenport, Chair	Charles H. Cannon, Jr.	Thomas E. Chorman	Thomas J. Hansen

32  2024 Proxy Statement

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 onpage 67 at the end of the Compensation Discussion & Analysis.

2024 Proxy Statement 33

Report of the Nominating & Corporate Governance Committee

The duties and responsibilities of the Nominating and Corporate Governance Committee are broad. The N&CG Committee operates pursuant to the Corporate Governance Charter. In fulfilling the responsibilities and duties contained therein, the N&CG Committee actively reviews all Board principles, guidelines and charters. The N&CG Committee also maintains responsibility for overseeing senior management’s compliance with the Code of Conduct and Code of Ethics for Senior Financial Management. The N&CG Committee further identifies and evaluates candidates for Board membership, evaluates Board committee membership and recommends Company employees for election to Company officer roles. The N&CG Committee is also responsible for overseeing the Company’s ESG strategy. Lastly, the N&CG Committee establishes and maintains a Board performance review process and recommends changes to the Board based on the review.

Board Self-Assessment & Skills Matrix

The N&CG Committee has developed and implemented a prescribed self-evaluation process to assess the configuration and enhance the functionality of the Board and each of its committees. This process identifies current Board members’ attributes, expertise and experiences and creates a skills matrix, which is used to identify areas of improvement within Board structure and committee configuration. The self-evaluation is instrumental in evaluating the future needs of the Board in relation to the Company’s strategic goals and identifying the qualifications that a future candidate should have to aid in the achievement of those strategic goals. The matrix shown below details the skills that are evaluated and a description of those skills. All Board members and nominees are proficient (either scoring a “2” or a “3” out of 3) in a particular skill. The lighter shade denotes how many members and nominees scored a “3”, while the darker shade denotes how many members scored a “2”.

Public Company Senior Leadership			Industry & Market Knowledge
	Provides the corporation with unique insights on developing talent, a productive work culture, and strategy in solving problems in large, complex organizations			Provides relevant understanding of our business, strategy, and marketplace dynamics
8 out of 8			8 out of 8
Public Company Governance			Manufacturing & Operations
	Ensures compliance with laws and regulations and delivers quality improvement and business performance			Ensures the corporation functions at the highest level of efficiency possible and ensures optimal processes are used in creation of our products
8 out of 8			8 out of 8
International Business			Financial & Capital Allocation
	Cultivates and sustains business and government relationships internationally and provides oversight of our multinational operations			Oversees accurate financial reporting, informed decision making on value-adding initiative, and robust auditing
8 out of 8			8 out of 8
Business Strategy			Innovation & Technology
	Develops and oversees the embedding of a strong customer focused culture in large complex organizations and a demonstrable commitment to achieving customer outcomes			Furthers our commitment to having a culture that encourages innovative ideas that are translated into development of new and advanced technologies
8 out of 8			8 out of 8
Mergers & Acquisitions			ESG & Risk Management
	Strategically pursuing complementary acquisitions and joint ventures that enhance our customer base, geographic penetration, scale and technology			Risk management frameworks and controls that set risk appetites, identify and provide oversight of key business risk (financial and non-financial) and emerging risks
8 out of 8			8 out of 8

34  2024 Proxy Statement

Identifying and Evaluating Candidates for Board Membership

The N&CG Committee is responsible for recommending candidates for Board membership when the N&CG Committee has identified a need to add new members or when there is a vacancy. Rather than establishing minimum qualifications, the N&CG Committee strives to find candidates whose skills complement the needs presented by the global, multi-sector, engineered manufacturing operations of the Company and whose skills include analytical financial expertise and strategic planning. Candidates must also possess characteristics, such as integrity and sound judgment, that would enable the Board to function cohesively and effectively. The N&CG Committee also evaluates whether a particular candidate has the capacity and desire to make a significant time commitment to serving on the Board. Finally, the Committee focuses on prioritizing the identification of candidates with gender, ethnic and racial diversity who will lend nuanced perspectives to Board discussions.

To identify such candidates, the N&CG Committee has the authority to retain a third-party search firm and to consider suggestions from directors, shareholders and management. The N&CG Committee ensures that the pool of candidates reflects a range of professional experience and expertise as well as diversity of gender, race and ethnicity by instructing the search firm to seek out and present diverse candidates who may expand the perspectives of the Board. The N&CG Committee views diversity expansively and considers depth and breadth of relevant business experience, leadership performance and strategic acumen alongside other immutable characteristics that a candidate may possess.

The N&CG Committee reviews and evaluates each candidate by taking into account all available information concerning the candidate. All candidates, whether identified by a third-party search firm, the directors, management or shareholders, are evaluated based on the same criteria. The candidates must also fit within the existing composition of the Board to be recommended to the Board as a prospective nominee.

Shareholders may submit recommendations for future candidates by notifying the N&CG Committee, in writing, and shareholders may submit direct nominations for inclusion in the Company’s Proxy Statement using the processes described under “How Can I Submit a Shareholder Proposal or Director Nomination?” on page 84. Please attach any appropriate supporting materials.

B. Joanne Edwards, Chair	Charles H. Cannon, Jr.	Thomas E. Chorman	Jeffrey S. Edwards	Michael A. Hickey

2024 Proxy Statement 35

Strategy and Risk Oversight

The key responsibilities of the Board, as a whole, include oversight of business strategy; oversight of risk management; oversight of ESG strategy and initiatives; oversight of cybersecurity; oversight of human capital management; and oversight of compliance.

Oversight of Strategy

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process - one that involves constant assessment to ensure that Company performance in the short and long term are consistent with creating and maximizing shareholder value. The Company’s management, on the other hand, is tasked with executing the business strategy. The Board receives regular updates and actively engages with senior management to monitor execution of the business strategy.

Oversight of Business Risks

The CEO and other members of senior management are primarily responsible for managing the risks the Company faces. The Board’s responsibility regarding risk management is to oversee the Company’s risk management policies and procedures and provide guidance on the overall effectiveness of these policies and procedures. To fulfill this responsibility, the Audit Committee receives reports, on a quarterly basis, regarding the risks that have been identified and the measures that are being taken. Additionally, the Audit Committee receives reports on a regularly scheduled quarterly basis, presented by our Corporate Governance Officer and our Chief Legal Officer regarding material litigation, legal loss contingencies and calls received on our whistleblower hotline. The Board is regularly informed through the Audit Committee’s reports and through direct communications from senior management.

The Board and each committee’s risk oversight roles, as provided in their respective charters, are evaluated on a period basis to determine whether the risk oversight responsibilities are being discharged effectively. With the addition of the Innovation & Technology Committee at the beginning of FY 2023, that committee assumed responsibility for overseeing risks associated with investments in new technology and innovation. With this enhancement, the Board believes that the allocation of risk oversight among its committees remains appropriate and enables the Board to discharge its risk oversight responsibilities effectively. For a description of risk factors facing the Company, see the Annual Report on Form 10-K, filed on August 2, 2024, under the Part I Section entitled “Item IA. Risk Factors.”

Enterprise Risk Management Program

Our Enterprise Risk Management process is a cooperate process involving the legal, internal audit and risk management departments, along with the CFO and other members of senior management. Risks are assessed and categorized in order to put in place appropriate mitigation plans. Risk factors are reviewed and rated according to their likelihood of occurrence, financial and intangible impact if occurrence took place, and velocity (how quickly the risk could affect the business). Mitigation plans are developed for the top identified risks. These risk assessments and mitigation plans are presented annually to the full Board for review and discussion.

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ESG Strategy & Risks

We have formalized responsibility for oversight of our ESG program with two of our Board committees. Our Board’s N&CG Committee maintains responsibility for oversight of our ESG strategy, while the Audit Committee is responsible for oversight of the integrity of those ESG related metrics that we publicly disclose. Both of these committees provide pertinent updates to the full Board.

A management-level ESG Council has responsibility for implementing the Company’s ESG strategy and reporting on its effectiveness and accomplishments. The ESG Council is now chaired by a senior executive whose primary focus is on ESG. The ESG Council Chair provides an update to the N&CG Committee at each of its regularly scheduled meetings, while the Company’s internal audit function reports to the Audit Committee on processes for auditing the integrity of ESG disclosures.

The information contained herein outlines our approach to ESG and also highlights some of the key facets of our ESG programs. Additional information can also be found on our website at www.standex.com, by clicking on “Sustainability.”

Responsible Business Practices

We conduct our business fairly and ethically and in a manner consistent with all applicable legal and industry code requirements. Strict compliance, high standards of ethical conduct and a strong values-based corporate culture define how we operate in our work environment, business practices and relationships with external stakeholders.

Human Rights

Standex is committed to high standards of integrity, ethics and sustainability throughout our operations and supply chain. We support human rights, labor rights and anti-slavery in our own operations and within our supply chain. We are committed to respecting all internationally recognized human rights standards, including the rights and principles set out in the UN Universal Declaration of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work. Our Supplier Code of Conduct explicitly requires all suppliers who currently do business with us, or seek to do business with us, to not engage in any activities that violate human rights or labor rights.

Our Human Rights Policy and Supplier Code of Conduct can be found at: ir.standex.com/policies.

Anti-Corruption

Standex conducts business honestly, fairly, ethically, free from corruption and in a manner consistent with all applicable legal and industry standards. We do not engage in or tolerate bribery or corruption of any kind. We require our employees, suppliers and other business partners to comply with all applicable anti-bribery and anti-corruption laws through our Code of Conduct, Supplier Code of Conduct and our Gifts & Gratuities Policy. We also regularly employ compliance training on these topics to ensure our employees are aware of prohibited practices and the legal requirements.

Political Activities & Lobbying

Our Code of Conduct prohibits the use of company funds, assets, property or personnel to contribute to or support political campaigns. Standex, as a company, generally does not engage in any political lobbying. Standex is, however, a member of the various organizations, such as the National Association of Manufacturers, which does periodically lobby in the interests of its members as a whole.

Community Outreach

Standex CARES is the Company’s community partnership program, which provides our employees the opportunity for service leadership and engagement. CARES stands for Connect, Act, Reach, Engage and Serve. In our vision statement, we commit to “encourage a culture of giving that is a way of life at Standex, extending beyond the walls of our facilities through engagement in our communities and dedicated partnerships that reflect the spirit of our employees.” We execute this vision through our mission statement, in which we “pledge to support local programs that benefit our communities through the four key areas of education, workforce readiness, humanitarian relief, and community engagement to improve the lives of people in our communities.”

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Environment, Sustainability & Climate

We share the same world, and it is our priority to bring sustainable practices to our business operations. We are continuing our evolution to improve recycling, increase energy efficiency, reduce waste and improve processes. We are actively seeking, and using, alternatives to critical mineral raw materials that are mined, and we continuously monitor our supply chain to ensure transparent and ethical sourcing.

In FY 2022, we began measuring, on a global basis, the following metrics in order to set a baseline against which improvement can be measured:

In FY 2023, we set reduction targets for the foregoing metrics.

In FY 2024, we began implementing a more robust process for measuring and tracking progress, as well as implementing a more cohesive, global strategy for determining environmental KPIs.

For more information, please see: standex.com/environment/.

Climate

We believe that focused and sustained action is required to address climate change and its implications. We recognize that climate change poses risks to businesses, industries, and broader society. As part of our commitment to operate sustainably, we are taking action to understand climate-related risks and opportunities. We have embedded climate change risks into our Enterprise Risk Management process, and both risks and opportunities into our business strategy planning process at all of our divisions. We have also incorporated energy and waste reduction into the strategic goals for key operations leaders.

During FY 2023, we completed analysis of our FY 2022 Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions globally and set reduction targets for these emissions.

We are currently in the process of completing analysis of our FY 2023 and FY 2024 Scope 1 and 2 GHG emissions and anticipate publishing disclosures of those emissions prior to the Annual Meeting. We continue to work toward the adoption of science based GHG reduction targets.

We are mindful that the transition to a low carbon global economy will require deep collaboration at many levels. We will continue to collaborate with our customers, suppliers and partners to find innovative approaches to minimizing the collective impact we have on the environment.

Responsible Sourcing

Standex is committed to high standards of integrity, ethics, and sustainability throughout our supply chain. To this end, we have been evolving a robust responsible sourcing initiative. The critical components to this initiative include our Supplier Code of Conduct, our Conflict Minerals Program, and the work of our Responsible Sourcing Council. For FY 2024, we set a target of supplier response rates for the Conflict Minerals Program and were able to achieve an 81% response rate.

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Cybersecurity & Data Privacy

Cybersecurity

Protecting our digital assets and the security of our information systems is a top priority for us. Historically, the nature and scope of our IT applications and systems was almost as diverse as the array of companies that comprised the Standex portfolio. With our transformation into a more focused, high performance operating company over the past several years, we have been rationalizing and standardizing our approach to IT. As a critical component of this effort, we have improved and continue to enhance our IT security controls and protocols.

While management has oversight of cybersecurity execution, the Board and the Audit Committee regularly oversee the general cybersecurity strategy and the efficacy of IT controls. In FY 2024, we created a new position, a Chief Information Officer, who, together with our Director IT Security, has responsibility for ensuring the effectiveness of access and security controls, the deployment and use of effective security tools, applications and policies and the training of all employees on applicable IT policies and procedures. The Chief Information Officer and Director IT Security presents, on a quarterly basis, to the Audit Committee on the status of and plans for IT security. For more detail on our Cybersecurity risk management and strategy, as well as our Cybersecurity governance and oversight processes, please see Item 1C. Cybersecurity of our Annual Report on Form 10-K filed on August 2, 2024.

Over the last three completed fiscal years (FY 2022 - FY 2024), the Company has experienced 10 information security incidents. These incidents range from a stolen laptop, to improper use of IT access privileges, to phishing attacks that resulted in threat actors accessing employees’ mailboxes. All incidents were investigated, corrective action was taken to mitigate the impacts of the incidents and countermeasures were put in place to mitigate reoccurrence. Total fees expended, as a percentage of revenue, on an annual basis, on these incidents was less that 0.05%. Furthermore, we have not incurred any penalties or made any settlements in relation to these incidents. The Company has not experienced any third-party information security breaches relative to the Company’s information. The Company also maintains cybersecurity risk insurance in such amounts and coverage as the Company deems appropriate.

Data Privacy

We value the right to privacy of our employees, customers and business partners. We are committed to protecting the information we receive by collecting, processing, storing, transmitting and using the data in a lawful manner, consistent with legitimate business reasons. Our employees undergo continuous training on data privacy. Business risks and opportunities related to data privacy and cybersecurity are evaluated annually as part of our Enterprise Risk Management process.

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Human Capital Management

Culture & Employee Engagement

Standex is committed to creating and sustaining a culture built on mutual respect, inclusion, trust, and transparency where employees feel valued and supported for the unique people they are, the skills and experiences they bring to the table and the contributions they make. We believe building a great culture is the foundation for cultivating successful relationships with our employees, customers, shareholders, and communities.

Annually, Standex engages with a third party to conduct a global culture survey in which all employees can participate. Survey results give the Company employee feedback used to define, develop, and measure culture action plans at the Corporate, Business Segment, and site level. Our culture survey process helps us attract, retain and develop talent, instill a continuous improvement mindset and discipline across the Company; develop processes and systems that facilitate and support the achievement of our strategic goals and objectives; and cultivate a working environment where our employees feel valued and have opportunities to grow and contribute.

In FY 2024, the annual Culture Survey was sent to all 3,683 of our employees in seventeen languages. There was an 85% response rate, representing a 12% increase from FY 2022, when we first started using this survey, with a total of 11,470 responsive comments.

The results of the Culture Survey were evaluated at the Company, business, region, and site location level and were assessed against an external aspirational benchmark. In the spirit of transparency and continuous improvement, Company-level results were shared with the Board of Directors as the April meeting, were reviewed during the Company’s Q4 All Employee Webcast and were summarized on the Company’s employee communication platform, Standex Exchange. Business segment results were shared at the segment, regional, and site level with those employees.

The Company has initiated two concurrent action tracks relative to addressing opportunities for improvement. The “centralized” track focused on actioning the top areas of greatest organizational impact for the Company, initiated by the senior leadership team of Standex, inclusive of corporate officers and business segment presidents. This process included incorporating areas of focus into the Company’s FY 2024 Corporate Strategic Goals. The “local” track focused on business segments, functions and sites independently actioning the top areas of greatest impact unique to their specific survey results.

All business segments were required to develop an action plan to focus on priority opportunities for improvement specific to their business and to each facility. Progress against goals is reviewed during the Company’s formal quarterly business reviews.

Succession Planning & Talent Development

A primary responsibility of our Board is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our CEO and other key executives. The Board formally reviews executive succession plans annually and is regularly apprised of key talent initiatives throughout the year.

Our talent strategy is focused on attracting and retaining the best talent, recognizing individual and team contributions and investing in the ongoing development of our employees at all levels and at every stage of their careers. We are an organization that values continuous learning and personal development.

In furtherance of the foregoing, we maintain a formal management development program delivering customized, in person training courses to those who lead or oversee a team as well as high potential talent. In FY 2023, the curriculum was expanded and delivered to our L3 and L4 managers (direct reports of business segment leadership teams) in North America and Europe. In FY24, an additional forty-seven leaders representing all businesses completed management development training. Our employees participate in the “LEAP” Program, our performance management and development program, which includes goal setting, quarterly check-ins, an annual performance review, and development planning.

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Diversity, Equity & Inclusion

We are committed to ensuring that Diversity, Equity and Inclusion (“DE&I”) is a top priority across our global organization. For us, DE&I begins first with valuing every employee for the unique individual they are and the skills and experiences they bring to Standex. We strive to create an environment where people feel welcomed and appreciated for the contributions they make every day. We prohibit any form of discrimination, harassment or intolerance and we train employees to understand and recognize these issues. We have policies and processes to address reports of such behavior, including an anonymous hotline managed by an external third party, which reports to our Corporate Governance Officer.

We maintain an Inclusion Advisory Council (“IAC”) to serve as a collective advisor to the senior leadership team, the business unit leadership teams and the global human resources community, primarily focusing on identifying goals and actions to increase inclusivity and continue building a listening culture. The IAC consists of employees, at all levels, from every reporting business segment, from all over the globe and from various functional areas (corporate, finance, human resources, management, and production). In FY 2023, the IAC started the Company’s first Employee Resource Group (“ERG”), the Women and Leadership ERG. This ERG has executive sponsorship by our Scientific segment President and consists of approximately fifty women and allies at all levels from all over the globe. We continue to focus on our goal of establishing voluntary, employee-led ERGs at Standex to foster a diverse, inclusive workplace and build a sense of community and support for employees.

Employee Wellbeing

We view employee wellbeing as a key component of a strong corporate culture. Our programs are aligned with global employee audiences and include an Employee Assistance Program (EAP), free smoking cessation programs, on-site biometric screenings, health and diet coaching, subsidized gym memberships, and flu shots. Providing our employees with the tools to improve their wellbeing—not just physical wellbeing, but also mental, emotional, and financial wellbeing—is of paramount importance.

Employee Communication

Our corporate website and brand platform, standex.com, draws new users daily, amplifying our vision, our businesses, and our culture, and serving as a beacon for existing employees and a key recruiting tool. Internally, Standex Exchange, our digital communication platform is advancing the shift to a cohesive communications platform. Employee engagement is up 8% since the platform introduction. We continue to find new ways to deploy customized employee communication and facilitate two-way dialogue that allows us to gather valuable employee insights. This open communication is a key component of the communication strategy focused on shaping a unified Standex culture by continually strengthening engagement, boosting productivity, and fortifying employee retention.

Safety

Employee safety is a long-standing, top priority for the Company. Responsibility and accountability reside with each employee and foster a spirit of community co-dependence. We are focused on a safe, hazard-free workplace. Our Safety Council conducts monthly calls with the Company CEO and business leaders to review, track, and analyze leading indicators and identify ways to work more safely. Standex achieved our best safety performance to date across the group in FY24; our global TRIR has consistently been reduced to world-class levels of 0.7 on a rolling 12-month basis. Our employees are all fully committed to setting more challenging standards with a focus on Zero Harm.

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Other Risk and Governance Matters

Compliance

We view compliance with applicable laws and regulations as a foundational minimum for ethical business practices. The Board oversees our compliance policies and procedures to ensure the effective performance of management’s duties. Having our Code of Conduct apply to all employees globally, as well as the Board, sends the message that we are all committed to doing the right thing. Our specific compliance policies detail the ethical framework found in the Code of Conduct. Together, these compliance efforts assure that we act effectively and efficiently in the best interests of shareholders.

Code of Conduct and Code of Ethics for Senior Financial Management

Management has the primary responsibility for creating, maintaining and administering programs to ensure employees’ compliance with the Code of Conduct and the Code of Ethics for Senior Financial Management, (the “Codes”), both of which are available by going to ir.standex.com, clicking on “Governance,” and then clicking on “Policies.” The N&CG Committee routinely receives updates from the Corporate Governance Officer on the existing programs and any proposed programs. On an annual basis, employees are presented with a copy of the Code of Conduct and must affirm their compliance with it.

The Company also utilizes an online interactive compliance training program to educate employees on the Codes as well as other regulatory and workplace compliance topics. Employees are assigned training modules on a regular basis to promote ongoing awareness of ethics issues. The Company divisions routinely customize the modules to address ethics issues specific to their organizations.

The N&CG Committee is also responsible for evaluating and approving requests for waivers of the Codes. Any request must be submitted, in writing, to the Chair of the N&CG Committee, who then reports the submission to the whole N&CG Committee. The N&CG Committee then provides their recommendation on the request to the Board. Any waivers granted to executive officers are disclosed to shareholders as soon as practicable via the Company’s website. No waivers have been granted during FY 2024 or during any prior period.

Additionally, a third-party global, multi-language hotline is available 24/7 at every Company location worldwide, for anonymous reporting of financial, accounting, auditing or other employee concerns. This communication tool is a beneficial outlet for employees to express concerns.

Conflicts of Interest

The Code of Conduct requires that all directors, executive officers and employees avoid engaging in any activity that might create a conflict of interest. All individuals are required to report any proposed transaction that might reasonably be perceived as creating a conflict of interest to their supervisor and/or the CLO. During the past fiscal year and for all prior periods, there have not been any reports of such transactions.

Related Party Transactions

The Board has adopted a written policy for the review of certain related party transactions between any director, director nominee, executive officer, beneficial owner of more than 5% of any class of the Company’s securities, or any immediate family member of any of the foregoing (any of the foregoing being a “Related Party”) and the Company. For purposes of the policy, a “related party transaction” is any transaction, arrangement or relationship in which (a) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; (b) the Company or any subsidiary is a participant; and (c) any Related Party has or will have a direct or indirect material interest.

This policy is administered by the Audit Committee, which will only approve a related party transaction if it is, in its judgment, not inconsistent with the best interests of the Company and its shareholders. The Audit Committee may, in its sole discretion, impose such terms and conditions as it deems appropriate in connection with its approval. No director may participate in the discussion or approval of a transaction in which that director, or their immediate family member, has a direct or indirect interest.

When a related party transaction is ongoing and has been approved by the Audit Committee, the Audit Committee will annually review the transaction and determine if it is in the best interests of the Company and its shareholders to continue, modify or terminate such transaction.

Since July 1, 2023, there has not been, nor is there currently proposed, any related party transaction.

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Anti-Hedging and Anti-Pledging Policies

The Company’s anti-hedging and anti-pledging policy prohibits any officer, director or key employee from engaging in the following transactions involving the Company’s securities:

For information regarding our Named Executive Officers’ compliance with such policies, refer to “Policy Concerning Transactions Involving Company Securities (Anti-Hedging Policy & Anti-Pledging Policy)” on page 63 of the Compensation Discussion and Analysis.

Shareholder Engagement

The Board has established a process to facilitate communication by shareholders and other interested parties with directors. Communications can be addressed to directors by emailing boardofdirectors@standex.com, or by writing to:

Standex International Corporation

23 Keewaydin Drive, Suite 300

Salem, New Hampshire 03079

Attention: Corporate Governance Officer

Communications with the Board are distributed by the Corporate Governance Officer. At the direction of the Board, all mail received may be opened and screened for security purposes. The Corporate Governance Officer uses his or her discretion in determining whether to forward communications to the Board. Communications that are unrelated to the duties and responsibilities of the Board will not be distributed. Such items include, but are not limited to:

In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee director upon request.

View The Company’s Governance Materials

You can view the Company’s governance materials, including the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Board committee charters on the Company’s website, ir.standex.com, by clicking on “Governance” and then selecting the specific Company material. Instructions on how to obtain copies of these materials are included on page 85.

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Director Compensation

The compensation elements and amounts are established by the Board after a review of data prepared by the Compensation Committee’s independent compensation consultant. The data and report show competitive director compensation levels for peer companies and the Company’s peer group. More information about the Compensation Committee’s independent consultant report and the methods for determining competitive compensation can be found under “Basis for Determining Executive Compensation” on page 64.

In FY 2024, the Compensation Committee undertook a review of the compensation paid to our non-employee directors relative to the Company’s peer group, consistent with the Committee’s typical review of director compensation every two years. As a result of the review, the Committee increased the annual equity stock grant from $120,000 to $130,000, effective as of the FY 2024 grants. No other changes were made as a result of the review.

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Director Compensation Table

The following table sets forth certain information with respect to our non-employee director compensation for FY 2024. Compensation information for Mr. Dunbar is detailed in the Compensation Discussion & Analysis and Compensation Tables sections of this Proxy Statement. Mr. Dunbar did not receive any compensation solely for his service as a director.

As of June 30, 2024, the aggregate number of unvested shares or share units held by each director was as follows:

Director Independence

Under our Corporate Governance Guidelines, the Board requires that at least a majority of directors either meet or exceed the independence requirements of the NYSE. These rules provide that, in order to be considered independent, each director or nominee does not have a material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. Furthermore, directors and nominees cannot have any prohibited relationships, such as certain employment relationships, with the Company, its independent auditors or another organization that has an affiliated relationship with the Company.

The Board undertakes an annual evaluation of director independence. At its meeting on July 25, 2024, the Board affirmatively determined that each member of the Board and each nominee, (other than David Dunbar, the Company’s President and CEO), meets the independence standards. In addition, all members of the Audit Committee satisfy the enhanced independence criteria required for members of audit committees, and all members of the Compensation Committee satisfy the enhanced independence criteria required for members of compensation committees.

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Share Ownership

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires Standex directors, executive officers and other persons who beneficially own more than 10% of our common stock, to file reports with the SEC regarding their initial stock ownership and any changes in their stock ownership.

Based solely on a review of the reports filed for FY 2024 and related written representations, we believe that all of our executive officers and directors filed the required reports on a timely basis under Section 16(a).

Director & Management Stock Ownership

The following table shows, as of July 31, 2024, the number of shares of our common stock beneficially owned by each of our current directors, director nominees and Named Executive Officers and all directors and executive officers as a group.

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Stock Ownership of Certain Beneficial Owners

Based on the most recent Schedule 13G filings, the following table sets forth information about the number of shares of our common stock held by persons we know to be the beneficial owners, as determined in accordance with Rule 13d-3 of the Exchange Act, of more than 5% of the Company’s issued and outstanding common stock.

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Compensation Discussion & Analysis

The following sections contain our Compensation Discussion and Analysis. This CD&A provides an overview and analysis of our executive compensation program and policies and the material compensation decisions we have made for our chief executive officer, chief financial officer and our other executive officers named in the “Summary Compensation Table” starting on page 68. This group is collectively referred to as our “Named Executive Officers” or “NEOs.” During FY 2024, our NEOs were:

Business Highlights

Our 2024 fiscal year built upon the momentum we had built in the previous years, as we continued our emergence as a growth oriented, industrial operating company with solid operational execution. We continued to focus our efforts on fast growth markets such as electric vehicles, 5G, smart grid, industrial automation, commercial space and defense, and we increased our sales to those markets by 13% to a total of $94 million. And our continued improvement of operating processes resulted in a gross margin increase of approximately 70 basis points. As a result, despite general industrial market softness that persisted longer than expected, we delivered record operating margins for the year. Overall, net sales for FY 2024 of $720.6 million decreased by $20.4 million or 2.8% when compared to the prior year, and income from operations of $101.7 million decreased by $69.4 million or 40.1%. After adjusting for a one-time gain on the divestiture of a business unit in fiscal year 2023 of $62.1 million, income from operations reflected a decrease of $7.5 million or 6.9%. Our balance sheet remains robust as we ended the fiscal year with a net cash position, and an available borrowing capacity of approximately $347 million. During fiscal year 2024, we increased R&D spending to approximately 3% of net sales and we anticipate introducing at least 12 new products across all of our businesses in fiscal year 2025. Together with a robust M&A funnel, continued growth in our fast growth markets, and an expected recovery in general industrial markets, we closed the year very optimistic about FY 2025 and beyond.

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Objectives and Principles

Incentive Compensation Should Be Performance-Based

The Compensation Committee believes that a significant portion of the compensation received by executives, including our Named Executive Officers, should be tied to the performance of the Company relative to established financial objectives and to individual strategic metrics. The elements of the executive compensation program embody this principle by linking the annual incentive opportunity and long-term equity grants directly to such performance.

On an annual basis, the Compensation Committee reviews an independent report, provided by the external compensation consultant, on realizable pay for performance to ensure that our executives’ realizable pay is in line with overall Company performance and is also competitive when compared to the Company’s peer group.

Incentive Compensation Should Represent the Majority of Total Target Compensation

The Compensation Committee believes that the majority of an executive’s compensation should be “at risk,” as an incentive to drive the creation of sustainable shareholder value and align the interests of our executives with those of our shareholders. In FY 2024, our Named Executive Officers’ incentive compensation amounted to 64% of their total target compensation, on average. The Committee believes that the CEO’s incentive compensation should be a higher percentage of total compensation given the CEO’s strategic position and responsibility to drive company performance. In FY 2024, the CEO’s incentive compensation was 80% of his total target compensation. The below table presents the percentage of total target compensation that was “at- risk” for each Named Executive Officer.

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Incentive Compensation Should Balance Short-Term and Long-Term Performance

The Compensation Committee believes that driving sustained shareholder value creation requires that executive incentive compensation be appropriately balanced between short and long-term objectives. In addition, the Compensation Committee believes that such balancing discourages excessive risk taking that otherwise could drive short-term results at the expense of sustained long-term performance. Our executive compensation program promotes this objective by balancing the long-term incentive components in the form of equity-based awards, such as restricted stock awards and contingent performance shares, with short-term annual cash incentive opportunities.

The value of long-term incentive components is tied, in part, to our stock price, thereby aligning executives’ interests with those of shareholders. However, the Compensation Committee recognizes that our share price is an incomplete measure of Company performance in the short term, as other factors may significantly impact stock prices. Accordingly, the annual cash incentive opportunity component of executive compensation emphasizes current or short-term corporate performance and the realization of short-term defined business and financial objectives. The Compensation Committee has determined that the balance between annual cash incentive opportunities and long-term equity incentives encourages our Named Executive Officers to focus on creating short and long-term shareholder value, while fulfilling business objectives and strategic goals.

Long-Term Incentives Should Balance Stock Price Appreciation and Business/Financial-Based Achievements as well as Shareholder Return Relative to Other Industrial Manufacturing Companies

Our FY 2024 long-term incentive awards for NEOs other than the CEO are equally weighted between restricted stock awards and contingent performance shares. For our CEO, the FY 2024 mix is 40% weighted towards restricted stock awards and 60% weighted towards performance shares units. The restricted stock awards component will vest on a pro-rata basis over three years. The contingent performance shares vest at the end of a 3-year performance period based on achievement against pre-established financial performance criteria. With respect to FY 2024 PSU awards, ultimate award payouts will be adjusted by a relative TSR measure over the 3-year performance period to reflect performance relative to other industrial companies in the S&P 600 Capital Goods Index. The Compensation Committee has determined that this long-term incentive mix appropriately encourages long- term equity ownership, promotes a balance between stock price appreciation and financial-based achievement, aligns the interests of our Named Executive Officers with shareholders and aids in retention of our Named Executive Officers.

Compensation Levels Should be Competitive

The Compensation Committee reviews market compensation data compiled and prepared by the Compensation Committee’s independent executive compensation consultant to evaluate whether our executive compensation program is market competitive. The Compensation Committee uses this data to benchmark our executives’ base salary, annual incentive opportunities and long-term incentive compensation. Generally, the Compensation Committee then sets target compensation at approximately the market median. However, the Compensation Committee considers other relevant factors in setting each Named Executive Officer’s total target compensation, including the Named Executive Officer’s scope of responsibilities and duties, experience, tenure with the Company, and individual performance as well as competitive market data, Company performance and internal pay equity. As a result, the Compensation Committee may set a Named Executive Officer’s total target compensation or an individual component of total target compensation below or above market median. By taking into account market data and other relevant considerations, the Compensation Committee is able to set each Named Executive Officer’s compensation at an appropriate level that enables us to attract and retain the highly qualified executives necessary to drive long-term enhancement of shareholder value.

The Executive Compensation Program Should be Reviewed Annually

The Compensation Committee believes that it is prudent to review and evaluate the executive compensation program annually in light of evolving market practices, regulatory requirements, the competitive market for executives and our executive compensation philosophy. This process is repeated in a structured manner annually.

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Components of Executive Compensation

Overview

We provide three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (see page 61) and standard retirement and benefit plans (see page 60).

	CEO	Average Named Executive Officer	Description
Base Salary			Fixed cash compensation based on the market- competitive value of the skills and knowledge required for each role. Reviewed and adjusted when appropriate to maintain market competitiveness.
Annual Incentive			Designed to reward results in the fiscal year. Annual cash incentives based on:   ► Achievement of Company financial metrics ► Individual performance on pre-established strategic goals
Long-Term Incentives			Forward-looking equity awards intended to drive future growth and align the interests of NEOs and shareholders. Grants awarded in the form of restricted stock awards and performance share units. Current performance measures include the following metrics and payouts are subject to a relative TSR modifier:   ► ROIC

Base Salary

Base salary is fixed cash compensation. During the first quarter of each fiscal year, the Compensation Committee reviews and establishes the base salaries of Company executives, including the Named Executive Officers. For each Named Executive Officer, the Compensation Committee takes into account a number of factors, including the scope of the executive’s responsibilities and duties, experience, tenure with the Company, and individual performance as well as competitive market data, Company performance and internal pay equity. The Compensation Committee does not assign any relative or specific weights to these factors. Salary levels are reviewed annually and are adjusted when appropriate. Increases in base salary are not automatic or guaranteed in order to promote a performance culture.

Effective October 1st of FYs 2023 and 2024, the base salary of each Named Executive Officer was set as follows:

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Annual Incentive Opportunity

The Compensation Committee establishes the annual cash incentive opportunity for executives including our Named Executive Officers through a detailed performance planning process called the Balanced Performance Plan (“BPP”). During the BPP process, the Compensation Committee establishes (i) the target incentive amounts; (ii) the respective weight of the financial performance measures and strategic goals; (iii) the Company financial performance goals at “threshold,” “target,” and “superior” levels; and (iv) the strategic goals for each Named Executive Officer. The financial metrics and each strategic goal are reviewed and discussed during the course of two Compensation Committee meetings through the first quarter of each fiscal year before being approved.

2024 Annual Incentive Formula

* These factors are calculated by taking the goal weight and multiplying it by the goal achievement percentage. For example, if the weight of financial goals totals 75%, and the financial achievement percentage is 100%, the financial achievement factor would be 75%; if the weight of financial goals totals 75% and the financial achievement percentage is 200%, the financial achievement factor would be 150%.