Alan Glass
About Alan Glass
Alan Glass is Vice President, Chief Legal Officer (CLO) and Secretary of Standex (SXI) and has been a Named Executive Officer since at least FY 2021, indicating tenure of 4+ years in the executive group; education and age are not disclosed in the proxy . Company performance context during his tenure: FY 2025 net sales increased 9.6% to $790.1M, with CAP-linked metrics showing Net Income of $57.7M and Company-selected EBITDA of $170.6M; TSR “Value of $100” reached 284.95 in 2025, evidencing strong multi-year equity performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standex International (SXI) | Vice President, Chief Legal Officer & Secretary | ≥ FY 2021–present | Legal leadership, governance, and executive-level oversight; NEO since at least FY 2021 |
No prior employment history is disclosed in the proxy.
External Roles
No external directorships or outside roles for Alan Glass are disclosed in the proxy.
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary (paid) ($) | 388,967 | 401,204 | 414,756 |
| Base rate effective Oct 1 ($) | 392,376 | 404,147 | 418,292 |
| Target Bonus (%) | 55% | 55% | 55% |
| Target Bonus ($) | 215,807 | 222,281 | 230,061 |
| Non-Equity Incentive (paid) ($) | 96,789 | 75,242 | 81,672 |
| All Other Compensation ($) | 52,462 | 49,263 | 47,786 |
| Total Compensation ($) | 1,082,635 | 1,055,337 | 1,100,344 |
Performance Compensation
Annual Incentive – FY 2025 (Balanced Performance Plan)
| Item | Details |
|---|---|
| Financial performance metrics | Net Sales; Adjusted Operating Income; Adjusted EPS |
| Weighting | Financial 80%; Strategic 20% (for NEOs excluding CEO/CFO) |
| Target incentive | $230,061 |
| Achievement factors | Financial 55%; Strategic 16%; Total BPP Score 71% |
| Payout (cash) | $163,343 |
| MSPP deferral | 50% of the annual incentive ($81,672) into discounted RSUs; 695 RSUs granted |
| Metric | Weighting | Target | Actual/Achievement | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Net Sales; Adjusted Op. Income; Adjusted EPS | 80% | Company-set targets | Financial achievement factor 55% | 163,343 (total cash before deferral) | MSPP RSUs cliff vest 3 years |
| Strategic Goals | 20% | Pre-set goals | Strategic achievement factor 16% | — | — |
Long-Term Incentives – FY 2025 Grants and FY 2023–2025 PSU Payout
| Grant Type | Grant Date | Threshold | Target | Maximum | Vesting Terms |
|---|---|---|---|---|---|
| OIP – PSUs (FY 2025 cycle) | 8/23/24 | 593 | 1,185 | 2,370 | 3-year performance; ROIC with relative TSR modifier; payout range 50%–200% plus ±25% TSR modifier cap to 250% |
| OIP – RSUs (FY 2025 cycle) | 8/23/24 | — | 1,185 | — | Pro-rata over 3 years |
| PSU Performance Period | Shares Granted (8/23/22) | Payout % | Shares Vesting | Vest Value ($) | Vest Date |
|---|---|---|---|---|---|
| FY 2023–2025 | 2,049 | 52% | 1,065 | 224,161 | 8/22/2025 (price $210.48) |
Stock Vested in FY 2025
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Alan Glass | 7,015 | 1,066,391 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (7/31/2025) | 25,093 shares; <1% of outstanding |
| Stock ownership guideline | 200% of base salary |
| Required shares (as of 6/30/2025) | 5,579 |
| Actual shares counted toward guideline | 21,306 (meets guideline) |
| Hedging/pledging | Prohibited; no NEO engaged in prohibited transactions |
| Options outstanding | None; company has not awarded stock options since 2003 |
Outstanding Equity Awards at FYE (6/30/2025)
| Award Type | Unvested (#) | Market Value ($) | Unearned PSUs (#) | PSUs Payout Value ($) |
|---|---|---|---|---|
| RSAs/RSUs/OIP vested-at-threshold | 7,641 | 875,827 (at $156.48) | 2,455 | 384,158 (at $156.48) |
Scheduled RSU/RSA Vesting (as of 6/30/2025)
| Vest Date | Alan Glass Shares |
|---|---|
| 8/23/2025 | 4,893 |
| 8/23/2026 | 1,731 |
| 8/23/2027 | 1,017 |
Employment Terms
| Scenario (Triggering Event) | Component | Alan Glass Payout ($) |
|---|---|---|
| Death | Acceleration of Outstanding Equity Awards | 709,100 |
| Death | Pro-rata Performance Share Vesting | 361,022 |
| Death | Total | 1,070,123 |
| Disability | Termination Payment – Salary | 418,292 |
| Disability | Acceleration of Outstanding Equity Awards | 709,100 |
| Disability | Pro-rata Performance Share Vesting | 361,022 |
| Disability | Total | 1,488,415 |
| Retirement | Acceleration of Outstanding Equity Awards | 709,100 |
| Retirement | Pro-rata Performance Share Vesting | 361,022 |
| Retirement | Total | 1,070,123 |
| Termination Without Cause | Termination Payment | 648,353 |
| Termination Without Cause | Health & Welfare Benefits | 19,308 |
| Termination Without Cause | Total | 667,661 |
| Change in Control (Double Trigger) | Severance Pay | 1,296,705 |
| Change in Control | Annual Incentive (lump sum) | 460,121 |
| Change in Control | Acceleration of Outstanding Equity Awards | 1,259,985 |
| Change in Control | Health & Welfare Benefits | 42,937 |
| Change in Control | Total | 3,059,748 |
- Structure: Executive Severance Policy uses double-trigger CIC; if role retained or mirrored awards issued, no acceleration; benefits include lump-sum multiples plus accelerated vesting and benefit continuation .
- Definitions: “Just Reason” includes material diminution in salary, benefits, authority, or geographic relocation; COBRA reimbursement up to one year on termination without cause .
- CIC Award treatment: RSAs/RSUs/MSPP RSUs vest immediately at award amounts; PSUs vest at higher of target or performance through CIC event; FY 2023 PSU uses certified 52% .
Deferred Compensation
| Name | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Above-Market Earnings in SCT ($) | Aggregate Balance ($) |
|---|---|---|---|---|---|
| Alan Glass | 51,948 | 10,658 | 35,289 | 15,087 | 352,566 |
Compensation Structure Analysis
- Long-term incentives are split between RSUs (time-based; pro-rata over 3 years) and PSUs (ROIC-based with relative TSR modifier), with non-CEO NEO grants at 50% PSUs and 50% RSUs; PSUs’ payout can range up to 250% with TSR modifier applied .
- Year-over-year equity grants to Alan Glass: Stock awards reported at $536,910 (FY23), $515,651 (FY24), $541,043 (FY25), indicating stable equity weighting; paid annual incentive around $96,789 (FY23), $75,242 (FY24), $81,672 (FY25), aligned to BPP outcomes .
- Ownership alignment: Glass exceeds the 2x salary stock ownership guideline with 21,306 shares counted vs 5,579 required; anti-hedging/anti-pledging policy reduces misalignment/credit-risk red flags .
Governance, Peers, and Say-on-Pay
- Compensation Committee: Independent directors—Hickey (Chair), Davenport, B. J. Edwards, J. S. Edwards .
- Peer construct: Relative TSR uses S&P 600 Capital Goods Index; pay-versus-performance peer reference is S&P SmallCap 600 Industrial Sector .
- Say-on-Pay: 99.1% approval at 2024 annual meeting; SEC-compliant clawback adopted Aug 2023 and embedded in severance policy .
Investment Implications
- Alignment: Exceeding ownership guidelines, MSPP deferrals, and significant unvested RSU/PSU over 2025–2027 suggest strong alignment and ongoing retention incentives (reduced voluntary departure risk) .
- Vesting cadence: Scheduled RSU/RSA vesting across Aug 2025/2026/2027 and FY 2025 stock vested (7,015 shares, $1.07M) highlight predictable supply from vesting; options are absent, limiting leverage-driven selling pressure .
- CIC/Severance economics: Double-trigger CIC with quantified payouts (~$3.06M total for Glass at 6/30/2025) and immediate RSU vesting reduces change-of-control uncertainty; pro-rata PSU treatment preserves performance alignment .
- Performance linkage: Annual incentives tied to Net Sales, Adjusted Operating Income, and Adjusted EPS with transparent achievement factors; PSUs linked to ROIC with peer-relative TSR modifier—robust pay-for-performance architecture .