Charles H. Cannon, Jr.
About Charles H. Cannon, Jr.
Independent director at Standex International since 2004 (21 years of tenure as of 2025), age 73. Serves on the Audit Committee and the Nominating & Corporate Governance (N&CG) Committee; the Board affirms his independence under NYSE standards and recognizes all Audit Committee members as “audit committee financial experts.” Background includes decades of senior executive leadership in industrials (JBT Corporation, FMC Technologies), with technical and business education and global operating perspective that the Board cites as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBT Corporation | Executive Chairman | 2013–2014 | Led transition and oversight following CEO tenure |
| JBT Corporation | Chairman & CEO | 2008–2013 | Chief executive leadership across related industrial end-markets |
| FMC Technologies | Vice President and Senior Vice President | 2001–2008 | Executive leadership in corporate organization, finance, operations |
| FMC Technologies | Various managerial and executive positions | 1994–2001 | Progressively senior operational roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Naval Academy Foundation | Board membership | Not disclosed | Non-profit governance role |
| JBT Corporation | Past public company board (as CEO/Chair) | 2008–2014 | Prior public board leadership; no current SXI related-party transactions |
Board Governance
- Committee assignments: Audit (member) and N&CG (member). Audit Committee met 4 times in FY 2025; the Board determined all Audit members are independent, financially literate, and each qualifies as an “audit committee financial expert.” N&CG Committee met 4 times in FY 2025; members are independent per NYSE/SEC standards .
- Independence and attendance: On July 24, 2025, the Board affirmatively determined all directors except the CEO are independent; the Board held 7 meetings and committees held 17 in FY 2025; each director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 annual shareholder meeting .
- Engagement: Cannon is listed on the Audit Committee’s formal report to the Board (signatory member), evidencing active oversight of internal controls, auditor independence, and financial reporting .
Committee Membership Snapshot (FY 2025)
| Committee | Role | Meetings Held | Independence/Expertise |
|---|---|---|---|
| Audit | Member | 4 | All members independent; each qualifies as audit committee financial expert |
| N&CG | Member | 4 | Committee comprised solely of independent directors |
Fixed Compensation (Non‑Employee Director – FY 2025)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Standard for directors |
| Audit Committee (non‑chair) | $10,000 | Program fee |
| N&CG Committee (non‑chair) | $5,000 | Program fee |
| Total Cash Fees Earned | $85,000 | “Fees Earned or Paid in Cash” for Cannon |
Directors do not receive meeting fees, retirement plan benefits, or perquisites; may elect to defer up to 100% of cash retainer into MSPP; Lead Independent Director receives $25,000 (not applicable to Cannon) .
Performance Compensation (Director Equity and Related Terms)
| Item | Amount/Detail | Terms |
|---|---|---|
| Annual Equity Stock Grant (RSA) | $130,000 | Granted Oct 24, 2024; valued at $177.55 per share; 3‑year cliff vesting; dividend equivalents paid upon vesting; acceleration upon retirement or change in control |
| “All Other” Compensation | $3,756 | Dividend equivalents paid in FY 2025 on prior awards |
| MSPP RSU Valuation (program terms) | $120.86 per share | RSUs granted Aug 22, 2025 at a 25% discount to June 30, 2025 close; Stock Awards column includes any MSPP RSUs elected by a director |
- No performance metrics apply to director equity; grants are time‑based restricted stock focused on long‑term alignment, not financial/ESG scorecards .
Other Directorships & Interlocks
| Category | Company | Status | Notes |
|---|---|---|---|
| Current public boards | None disclosed | — | No current public company interlocks identified |
| Prior public boards | JBT Corporation | Past | Operates in overlapping industrial markets; no related‑party transactions at SXI since July 1, 2024 |
| Non‑profit/academic | U.S. Naval Academy Foundation | Current | Non‑profit governance role |
Expertise & Qualifications
- Executive leadership across industrial manufacturing; deep experience in corporate organization, finance, and operations; global perspective; technical and business education highlighted by the Board .
- Audit oversight competence: Board recognizes all Audit Committee members (including Cannon) as audit committee financial experts under SEC rules, financially literate per NYSE standards .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of July 31, 2025) | 16,687 shares | Less than 1% of outstanding shares |
| Shares held in trust | 13,751 shares | Trustee; trust for Cannon’s children |
| Unvested stock/units (as of June 30, 2025) | 2,935 | Aggregate unvested shares/units |
| Anti‑pledging / anti‑hedging | Prohibited | Policy bans pledging, margin accounts, derivatives, hedging; directors have not engaged in prohibited transactions |
| Stock ownership guidelines | ≥5x annual cash retainer | All non‑employee directors in compliance as of June 30, 2025; must retain ≥50% of awarded shares until reaching guideline |
Governance Assessment
- Strengths: Long-tenured independent director with industrial CEO experience; active Audit and N&CG participation; recognized audit committee financial expertise; strong equity alignment via annual RSAs and guideline compliance; no related‑party transactions; anti‑hedging/pledging restrictions observed .
- Compensation mix: Balanced cash ($85k) plus equity ($130k) with three-year vesting and dividend equivalents; no meeting fees or perquisites; program unchanged in FY 2025, maintaining emphasis on equity and long-term focus .
- Ownership and alignment: Meaningful personal stake, including trust holdings; unvested equity supports long-term alignment; explicit prohibition on hedging/pledging reduces misalignment risk .
- Potential watchpoints: Very long tenure (21 years) can, in some governance frameworks, prompt questions about independence of mind over time; however, Board annually reaffirms independence and rotates committee roles; no specific conflicts disclosed .
- Investor confidence signals: Robust audit oversight (signed committee report), independent committees, high say‑on‑pay support (99.1% in 2024, reflective of overall governance practices), and codified clawback, anti‑hedging/pledging, and stock ownership guidelines .