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Pay vs Performance Disclosure
 12 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

PvP Table

 

As required by the SEC rules, we are providing the following information about the relationship between Compensation Actually Paid (“CAP”) to our CEO, Mr. Dunbar, and other NEOs and certain financial performance metrics of Standex using the methodology that has been prescribed by the SEC.

 

                                    Value of Initial Fixed $100                  
                    Average             Investment Based on:                  
    Summary             Summary     Average             Peer Group             Company  
    Compensation     Compensation     Compensation     Compensation     Total     Total             Selected  
   

Table Total for

    

Actually Paid

    

Table Total for

    

Actually Paid

    

Shareholder

    

Shareholder

    

Net

    

Measure

  
   

PEO

    

to PEO

    

Other NEOs

    

to Other NEOs

    

Return

    

Return

    

Income

    

EBITDA

  
Year  

($) 1

    

($) 2

    

($) 3

    

($) 2

    

($)

    

($) 4

    

($)

    

($) 5

  

2023

     5,098,597       13,895,157       1,106,031       1,453,920       253.88       182.76       138,992,000       139,500,000  

2022

     5,135,735       5,047,799       1,205,257       1,157,888       150.63       141.55       61,393,000       129,057,000  

2021

     5,784,732       9,313,380       1,231,148       1,953,168       166.94       159.57       36,473,000       111,559,000  

                                

 

1

Our PEO for all years in the table was our CEO, David Dunbar.

 

 

2

The adjustments, each of which is prescribed by SEC rules, to calculate the CAP are described in the table below.

 

 

3

Our Other NEOs for FY 2023 were: Ademir Sarcevic, Alan Glass, Annemarie Bell, Sean Valashinas, Paul Burns and Flavio Maschera.
    Our Other NEOs for FY 2022 were: Ademir Sarcevic, Alan Glass, Paul Burns and Flavio Maschera.
    Our Other NEOs for FY 2021 were: Ademir Sarcevic, Alan Glass, Paul Burns and Jim Hooven.

 

 

4

The peer group is the S&P SmallCap 600 Industrial Sector Index, which is the same peer group used in our Annual Report on Form 10-K.

 

 

5

The Company selected measure, adjusted EBITDA, stands for earnings before income tax, depreciation and amortization, and is a non-GAAP financial measure that is determined by the sum of (i) income from operations before income taxes, (ii) interest expense and (iii) depreciation and amortization. Adjusted EBITDA adjusts for restructuring charges, litigation charges, purchase accounting and acquisition related costs.
   
PEO Total Compensation Amount $ 5,098,597 $ 5,135,735 $ 5,784,732
PEO Actually Paid Compensation Amount $ 13,895,157 5,047,799 9,313,380
Adjustment To PEO Compensation, Footnote

Adjustments to Calculate CAP to PEO and Average CAP to Other NEOs

 

The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP amounts from the SCT Total of our PEO and our Other NEOs. The SCT Total and CAP amounts do not reflect the actual amount of compensation earned or paid to our executives during the applicable years, but rather, are amounts determined in accordance with Item 402(v).

 

    2023     2022     2021  
Adjustment   PEO    

Other

NEOs

     PEO    

Other

NEOs

     PEO    

Other

NEOs

  

SCT Total

     5,098,597       1,106,031       5,135,735       1,205,257       5,784,732       1,231,148  

Adjustment for defined benefit plans

     -       -       -       -       -       -  

Adjustment for stock awards 1

                                                

(Deduct): Aggregate value for stock awards included in SCT

     (3,405,266 )     (392,536 )     (3,435,322 )     (542,780 )     (3,681,435 )     (543,157 )

Add: Fair value at FYE of awards granted during the FY that were outstanding at FYE

     5,005,533       428,779       3,168,159       480,938       5,837,304       954,192  

Add (Deduct): Change in fair value from prior FYE to current FYE of awards granted in prior years that were outstanding at FYE

     7,282,679       608,518       599,759       116,769       1,505,821       297,995  

Add: Fair value on vesting date of awards granted in the FY that vested during the FY

     -       -       -       -       -       -  

Add (Deduct): Change in fair value from prior FYE to vesting date of awards granted in prior years that vested during the FY

     (115,452 )     (8,733 )     (455,113 )     (110,118 )     (162,627 )     5,244  

(Deduct): Fair value at prior FYE of awards granted in prior years that failed to meet the applicable vesting conditions during the FY

     -       (291,719 )     -       -       -       -  

Add: Dividends or other earnings paid on awards in the FY

     29,066       3,580       34,581       7,822       29,585       7,746  

CAP Amounts (as calculated)

     13,895,157       1,453,920       5,047,799       1,157,888       9,313,380       1,953,168  

                                

 

1

For (i) PSUs granted in the current FY with future vesting, and (ii) PSUs granted in prior FYs with future vesting, the number of PSUs used in the valuation is the number of PSUs granted at their probable outcome. For PSUs granted in prior FYs that vested in the current FY, the number of PSUs used in the valuation is the number of PSUs that vested.
     
    For RSUs granted pursuant to a deferral under the MSPP, the CAP adjustment includes such RSUs in the year in which they are granted in accordance with ASC 718, rather than the year in which they are reported in the SCT. The fair value for such RSUs uses the Black-Scholes valuation model to determine the value of the discount on the shares at the various points in time required in the adjustments. The fair value of the discount is then added to the cash value of the executive’s annual incentive deferral underlying the specific MSPP deferral. E.g., for the annual incentive opportunity for FY 2022, the value of the annual incentive received in cash is reported in the Non-Equity Incentive Compensation column of the SCT for FY 2022 and the corresponding grant date fair value of any RSUs received pursuant to a deferral election under the MSPP for such annual incentive is reported in the SCT for FY 2022. The adjustment for CAP removes the grant date fair value of such RSUs reported in the SCT for FY 2022, but then includes the FYE fair value of such RSUs in FY 2023 because such RSUs were granted in FY 2023 and remained outstanding as of the FYE. The FYE fair value is determined by adding the value of the annual incentive opportunity deferred into the receipt of discounted RSUs and the value of the discount as of the FYE.
   
Non-PEO NEO Average Total Compensation Amount $ 1,106,031 1,205,257 1,231,148
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,453,920 1,157,888 1,953,168
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Performance

 

The graphs below show the relationship between “compensation actually paid” to our PEO and Other NEOs to (i) TSR of both the Company and the S&P SmallCap 600 Industrial Sector Index, with the value of the initial fixed $100 investment measured as of June 30, 2020; (ii) the Company’s net income; and (iii) the Company’s adjusted EBITDA (non-GAAP).

 

CAP vs. Company TSR and Peer Group TSR

 

pg01.jpg

 

    
Compensation Actually Paid vs. Net Income

CAP vs. Net Income

 

pg02.jpg
    
Compensation Actually Paid vs. Company Selected Measure

CAP vs. Company-Selected Measure (Adjusted EBITDA)

 

pg03.jpg

 

    
Tabular List, Table

Financial Performance Measures

 

The following table lists the financial performance measures that, in the Company’s assessment, represent the most important measures used to link CAP for our NEOs to Company performance for FY 2023.

 

Adjusted Operating Income

Adjusted Operating Margin

Adjusted EPS

Net Working Capital Turns

ROIC
   
Total Shareholder Return Amount $ 253.88 150.63 166.94
Peer Group Total Shareholder Return Amount 182.76 141.55 159.57
Net Income (Loss) $ 138,992,000 $ 61,393,000 $ 36,473,000
Company Selected Measure Amount 139,500,000 129,057,000 111,559,000
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted Operating Income    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted Operating Margin    
Measure:: 3      
Pay vs Performance Disclosure      
Name Adjusted EPS    
Measure:: 4      
Pay vs Performance Disclosure      
Name Net Working Capital Turns    
Measure:: 5      
Pay vs Performance Disclosure      
Name ROIC    
PEO Adjustment for Defined Benefit Plans [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
NEO Adjustment for Defined Benefit Plans [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO (Deduct): Aggregate value for stock awards included in SCT [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,405,266) (3,435,322) (3,681,435)
NEO (Deduct): Aggregate value for stock awards included in SCT [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (392,536) (542,780) (543,157)
PEO Add: Fair value at FYE of awards granted during the FY that were outstanding at FYE [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,005,533 3,168,159 5,837,304
NEO Add: Fair value at FYE of awards granted during the FY that were outstanding at FYE [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 428,779 480,938 954,192
PEO Add (Deduct): Change in fair value from prior FYE to current FYE of awards granted in prior years that were outstanding at FYE [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,282,679 599,759 1,505,821
NEO Add (Deduct): Change in fair value from prior FYE to current FYE of awards granted in prior years that were outstanding at FYE [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 608,518 116,769 297,995
PEO Add: Fair value on vesting date of awards granted in the FY that vested during the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
NEO Add: Fair value on vesting date of awards granted in the FY that vested during the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO Add (Deduct): Change in fair value from prior FYE to vesting date of awards granted in prior years that vested during the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (115,452) (455,113) (162,627)
NEO Add (Deduct): Change in fair value from prior FYE to vesting date of awards granted in prior years that vested during the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (8,733) (110,118) 5,244
PEO (Deduct): Fair value at prior FYE of awards granted in prior years that failed to meet the applicable vesting conditions during the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
NEO (Deduct): Fair value at prior FYE of awards granted in prior years that failed to meet the applicable vesting conditions during the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (291,719) 0 0
PEO Add: Dividends or other earnings paid on awards in the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 29,066 34,581 29,585
NEO Add: Dividends or other earnings paid on awards in the FY [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 3,580 $ 7,822 $ 7,746