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Charles H. Cannon, Jr., Chairman
Thomas E. Chorman
H. Nicholas Muller, III
The Compensation Committee is a standing committee of the Board of Directors of Standex International Corporation (the “Company”).
The Compensation Committee shall consist of no less than three nor more than five members. Each member of the Compensation Committee shall satisfy the independence requirements of the New York Stock Exchange and, if deemed appropriate from time to time, meet the definition of "non-employee director" under Rule 16b-3 under the Securities Exchange Act of 1934, and "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986. The Board shall appoint the members of the Compensation Committee annually, considering the recommendation of the Nominating & Governance Committee, and further considering the views of the Chairman of the Board, as appropriate.
The members of the Compensation Committee shall serve for one year terms. The Nominating and Governance Committee with advice of the Chairman of the Board shall designate the Chairman of the Compensation Committee. The members of the Compensation Committee shall serve until their resignation, retirement or removal by the Board of Directors and until their successors shall be appointed. The Board shall have the power at any time to change the membership of the Compensation Committee and to fill vacancies, subject to such new member(s) satisfying the above requirements. Except as expressly provided in this Charter or the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Compensation Committee shall fix its own rules of procedure (including the authority to delegate subcommittees).
The purposes of the Compensation Committee are (i) to discharge the responsibilities of the Board of Directors relating to compensation of the Company's CEO and the senior management group, (ii) to produce an annual report on executive compensation for inclusion in the Company's annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission, ("SEC") the New York Stock Exchange ("NYSE") and any other applicable rules and regulations; (iii) to administer the long term incentive plan, stock option, employee stock purchase and similar plans and administer all other cash, equity and non-cash compensation policies and programs of the Corporation, and (iv) to review management's senior executive succession plan.
Responsibilities and Duties
The Compensation Committee shall review and approve corporate goals and objectives as submitted by the CEO on an annual basis. Goals should consider both corporate performance and relative shareholder return on both a short-term and long-term basis. The Compensation Committee shall (i) evaluate the performance of the CEO and senior management group based on the performance in relation to the goals and objectives, (ii) make recommendations to the Board of Directors with respect to incentive based and equity based compensation plans, (iii) set the compensation levels taking into consideration similar compensation levels and incentive awards at similar companies, and (iv) conduct an annual performance evaluation of the Compensation Committee.
To fulfill its responsibilities the Compensation Committee shall:
(1) 1. have the authority to retain and terminate any compensation consultant engaged to assist in the evaluation of Director, CEO, corporate executive officers, division presidents and group vice presidents compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
(2)review and approve corporate goals and objectives relevant to the CEO's compensation, evaluate the CEO's performance in light of those goals and objectives and have sole authority to determine the CEO's compensation level based on this evaluation.
(3)make recommendations to the Board of Directors with respect to salary structures and incentive and equity-based compensation plans.
(4)adopt, administer, approve and ratify awards under incentive compensation and equity-based plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans.
(5)review, make recommendations and approve performance or operating goals for participants in the Company's incentive plans.
(6)make regular reports to the Board of Directors.
(7)review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. The Compensation Committee shall annually review its own performance.
(8)review and approve, at least annually, the CEO's and the named executives of the Company's (i) employment agreements, severance arrangements, and change in control agreements or provisions, in each case, when and if appropriate, and (ii) special or supplemental benefits, if any.
(9)review annually Board of Directors compensation and make recommendations to the Board for changes to insure competitive remuneration for companies of a similar size and complexity.
The Compensation Committee shall meet no less than three times per year to approve goals and objectives, approve overall incentive pools, approve incentive payments to senior management and evaluate performance and approve salary changes for the CEO and senior management.
The Compensation Committee shall prepare a report each year on executive compensation for inclusion in the Corporation's proxy statement relating to the annual meeting of stockholders as required by the SEC and NYSE.