Andy L. Nemeth
About Andy L. Nemeth
Andy L. Nemeth (age 56) is an independent director of Standex International (SXI), appointed May 2, 2025; he serves on the Audit and Compensation Committees effective August 1, 2025 . He is Chairman (since 2024) and CEO (since 2020) of Patrick Industries, bringing deep strategic growth, operational excellence, M&A, and financial leadership experience; current public company board service includes Patrick Industries, Inc. . The Board determined on July 24, 2025 that all non‑employee directors, including Mr. Nemeth, are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patrick Industries | Various managerial and executive roles | 1996–2020 | Led transformational acquisitions and diversification; built “Customer 1st” performance culture |
| Patrick Industries | Chief Executive Officer | 2020–present | Strategic growth and operational excellence leadership |
| Patrick Industries | Chairman | 2024–present | Oversight of strategy, M&A and financial leadership |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Patrick Industries, Inc. | Chairman and CEO; Director | Chairman 2024; CEO 2020 | Current public company board service |
Board Governance
- Committee assignments at SXI: Audit Committee member and Compensation Committee member (effective Aug 1, 2025) . The Board states each Audit Committee member qualifies as an “audit committee financial expert,” is financially literate, and independent under NYSE rules .
- Independence: Board affirmed independence of all non‑employee directors and nominees (including Nemeth) on July 24, 2025 .
- Attendance and engagement: In FY 2025, the Board held 7 meetings and committees held 17; each director attended at least 75% of Board and applicable committee meetings .
- Tenure and elections: Director since 2025; nominated for election as a Class III director for a term expiring at the 2028 annual meeting .
- Governance practices (context): Regular executive sessions, anti‑hedging/pledging policy, SEC‑compliant clawback, stock ownership guidelines, and periodic committee rotations .
Fixed Compensation
| FY 2025 Non‑Employee Director Program (SXI) | Amount/Terms |
|---|---|
| Annual cash retainer | $70,000 |
| Annual equity (restricted stock) | $130,000 grant date fair value; 3‑year vest; dividend equivalents accrue; acceleration upon retirement or change‑in‑control |
| Committee fees (non‑chair) | Audit: $10,000; Compensation: $7,500; N&CG: $5,000; I&T: $7,500 |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; N&CG: $10,000; I&T: $15,000 |
| Lead Independent Director fee | $25,000 |
| Meeting fees | None |
| Deferrals | May defer up to 100% of cash retainer into MSPP; MSPP RSUs granted Aug 22, 2025 at $120.86 (closing price on June 30, 2025 less 25% per plan) |
| Perquisites/benefits | None for directors; no retirement plan participation |
| Andy L. Nemeth – FY 2025 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | 11,667 |
| Stock awards | 0 (joined after Oct 24, 2024 annual equity grant) |
| All other compensation | 0 |
| Total | 11,667 |
Notes:
- He became a committee member effective Aug 1, 2025; any committee fees are encompassed in fees earned .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity | Time‑based restricted stock vesting over 3 years; dividend equivalents accrue; acceleration upon retirement or change‑in‑control | No performance metrics for director equity (time‑based only) |
Additional governance features tied to incentives:
- Anti‑hedging/anti‑pledging policy prohibits short sales, options, hedging transactions, margin accounts, and pledging of SXI stock .
- SEC‑compliant clawback policy in place (companywide) .
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Potential Conflict / Related‑Party Note |
|---|---|---|---|---|
| Patrick Industries, Inc. | — | Chairman and CEO; Director | — | SXI reports no related party transactions since July 1, 2024 |
- Shared directorships with SXI competitors/customers/suppliers: None disclosed .
- Prior public company boards: None disclosed for Nemeth .
Expertise & Qualifications
- Deep experience in strategic growth, operational excellence, M&A, and financial leadership in component product manufacturing and distribution .
- Board oversight relevance: experience in transformational acquisitions, diversification strategies, and performance‑oriented culture helps guide SXI’s strategy and capital allocation .
- Board cites all Audit Committee members as financial experts and independent, reinforcing financial oversight quality .
Equity Ownership
| Holder | Shares Beneficially Owned (as of July 31, 2025) | % Outstanding | Vested vs. Unvested | RSUs/PSUs within 60 days | Pledged/Hedged |
|---|---|---|---|---|---|
| Andy L. Nemeth | 2,500 | <1% | No unvested director stock as of 6/30/2025 | None listed for Nemeth | Company prohibits hedging/pledging; none disclosed |
Ownership alignment & guidelines:
- Director stock ownership guideline: ≥5x annual cash retainer; retain ≥50% of awarded shares until met; all non‑employee directors were in compliance as of June 30, 2025 .
Insider open‑market purchases (post record date):
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| 2025‑08‑25 | Open‑market buy | 2,000 | $209.4959 | https://www.sec.gov/Archives/edgar/data/76605/000007660525000186/xslF345X03/wk-form4_1755222423.xml |
| 2025‑08‑29 | Open‑market buy | 1,500 | $205.00 | https://www.sec.gov/Archives/edgar/data/0000310354/000031035425000015/xslF345X05/form4.xml |
| 2025‑08‑25 (news summary) | Open‑market buy (amended Form 4) | 2,000 | $209.4959 | https://www.streetinsider.com/SEC+Filings/Form++4A++++++++STANDEX+INTERNATIONAL+++++For%3A+Aug+25++Filed+by%3A+NEMETH+ANDY+L/25635585.html |
| 2025‑08‑29 (news summary) | Open‑market buy (amended Form 4) | 1,500 | $205.00 | https://www.stocktitan.net/sec-filings/SXI/form-4-a-standex-international-corp-de-amended-insider-trading-activi-ef9cbc63da64.html |
Note: Media summaries report post‑trade totals (e.g., 4,500 then 6,000 shares) but rely on secondary sources; see SEC Form 4 URLs above for authoritative filings .
Governance Assessment
- Strengths
- Independence affirmed; committee service on Audit and Compensation enhances oversight leverage; Audit Committee designates all members as financial experts, supporting robust financial governance .
- Documented attendance threshold met; Board/committee cadence (7 and 17 meetings, respectively) suggests active governance; regular executive sessions and strong governance toolkit (anti‑hedging/pledging; clawback) bolster investor alignment .
- Open‑market purchases in August 2025 indicate skin‑in‑the‑game and confidence signal, improving alignment beyond the baseline beneficial ownership as of July 31, 2025 .
- Potential risks/monitoring items
- Concurrent role as Chairman & CEO of Patrick Industries raises time‑commitment considerations; however, FY 2025 attendance threshold was met .
- Related‑party/transaction risk currently low: SXI reports no related party transactions since July 1, 2024; anti‑hedging/pledging policy reduces misalignment risk .
- Director compensation mix and alignment
- Program is equity‑heavy with 3‑year vesting and strict ownership guidelines (≥5x cash retainer); Nemeth’s FY 2025 compensation skews to cash due to mid‑year appointment, with expected equity grant aligning him longer‑term in subsequent cycles .
Sources
- Director biography, independence, committee assignments, meeting attendance, director pay program and FY 2025 director compensation table, ownership table, and governance policies: Standex DEF 14A (Sept 5, 2025) .
- Insider Form 4s (open‑market purchases): SEC EDGAR filings ; media summaries .