David Dunbar
About David Dunbar
David Dunbar is President & CEO of Standex and serves as Chair of the Board; he has been a director since 2014 (Chair since 2016), is 63 years old, and brings a technical engineering background with decades of global manufacturing leadership experience . Under his leadership, the value of an initial $100 investment in Standex reached $284.95 as of FY2025 per SEC Pay-versus-Performance methodology, while FY2025 Net Income was $57.684M and EBITDA was $170.599M . The Board maintains a combined CEO/Chair structure with a Lead Independent Director to balance oversight, and all standing committees are composed entirely of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standex International | President & CEO | 2014–present | CEO provides direct operational insight to the Board and guides strategic growth priorities . |
| Standex International | Chair of the Board | 2016–present | Combined CEO/Chair role; Board cites strong independent oversight via committees and Lead Independent Director . |
| Pentair Ltd. | President, Valves & Controls | 2012–2014 | Senior P&L leadership in industrial flow control markets . |
| Tyco Flow Control | President, Valves & Controls | 2009–2012 | Led global valves/controls business pre/post changes at Tyco . |
| Emerson Electric | Various managerial and executive roles | 2004–2009 | Broad operational roles at a global industrial leader . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Watts Water Technologies, Inc. | Director | Current | Industrial peer exposure expands network and market insight . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 892,597 | 927,432 | 936,436 |
| AIP Target ($) | — | — | 983,258 |
| AIP Earned ($, before deferral) | — | — | 678,448 |
| AIP Cash Paid ($) | 471,302 | 342,665 | 339,224 |
| AIP Deferred into MSPP ($) | — | — | 339,224 (50% of award) |
| Note | FY2025 base unchanged vs FY2024 ($936,436); base set effective Oct 1 of FY2024 and FY2025 . |
- FY2025 target bonus as % of base ≈ 105% (derived from $983,258 target and $936,436 base ).
Performance Compensation
Annual Incentive (BPP)
| Item | FY2025 Detail |
|---|---|
| Formula and metrics | Annual cash incentive based on Company financial metrics and individual strategic goals; payouts 50%–200% of target; if threshold not met, no payout . |
| Target | $983,258 |
| Actual achievement | Financial Achievement 69.0%; Total BPP Score 69.0% |
| Payout | $678,448 total; 50% deferred via MSPP ($339,224); cash paid $339,224 |
| MSPP mechanics | Executives may elect up to 50% deferral into RSUs at a 25% discount; RSUs cliff vest in 3 years; for FY2025, Dunbar elected 50% (2,890 RSUs from deferral) . |
Long-Term Incentives (OIP)
| Item | FY2025 Detail |
|---|---|
| LTI target (as % of salary) | 325% of base salary; for CEO, 60% PSUs / 40% RSUs . |
| Performance metric | ROIC (5-point average) with 3-year period; payout 50%–200% of target; adjusted by relative TSR vs S&P 600 Capital Goods Index by up to ±25% (cap 250%) . |
| Grant date | August 23, 2024 (Committee action 8/20/2024) . |
| FY2025 RSU grant | 6,899 RSUs; grant-date fair value $1,217,191 . |
| FY2025 PSU grant | Target 10,349 PSUs (max 20,698); grant-date fair value $1,825,874; max fair value $4,564,685 . |
| FY2023 PSU payout | Certified at 52% of target . |
| Options | Company has not awarded stock options since 2003 . |
Vesting and Realizations
| Item | Detail |
|---|---|
| Stock vested in FY2025 | 38,965 shares; value realized $6,101,695 . |
| Upcoming service-vesting (as of 6/30/25) | 25,699 shares vest on 8/23/2025; 8,170 on 8/23/2026; 5,135 on 8/23/2027 (CEO totals) . |
| PSU outstanding (unearned) | 20,950 PSUs at target as of 6/30/25 (payout contingent on metrics/TSR) . |
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership | 158,704 shares; 1.32% of outstanding; includes 131,576 shares held in family trusts; includes 21,729 due within 60 days . |
| Ownership guidelines (CEO) | Required = 5x base salary; as of 6/30/25, required shares 31,227; actual 136,975 (well above guideline) . |
| Unvested RSU/RSA (service-based) | 39,004 shares unvested as of 6/30/25 . |
| Unvested PSU (performance-based) | 20,950 shares at target as of 6/30/25 . |
| Hedging/pledging | Policy prohibits hedging and pledging of Company stock . |
| Options | None outstanding; no option grants since 2003 . |
| Deferred compensation | CEO contributions $63,558; Company match $63,588; aggregate earnings $308,704; balance $2,699,881 (as of FY2025) . |
Employment Terms
| Scenario | Key Terms for CEO |
|---|---|
| Termination with Cause | No severance; equity forfeited; definitions provided in agreement . |
| Termination without Cause | Salary continuation for 2 years (e.g., $1,872,872 on 6/30/25 basis) and 1 year medical/dental; equity forfeited . |
| Death/Disability/Retirement | Immediate vesting of RSAs; PSUs prorated and vest in normal course; disability includes 2 years of salary continuation and 1 year medical/dental . |
| Change in Control (CIC) | Double-trigger within 2 years: lump sum 3x base salary; 3x the higher of last AIP or current target; life/medical benefits 3 years; RSAs/RSUs vest; PSUs vest at higher of target or actual-to-date; 280G cutback (no gross-up) . |
Potential payments if terminated on 6/30/25:
- CIC total: $13,711,497 (Severance $2,809,308; AIP $2,949,773; Equity acceleration $7,891,940; Benefits $60,475) .
- Termination without cause total: $1,889,080 (primarily 2x salary plus benefits) .
Board Governance and Roles
- Director since 2014; Chair since 2016; Committees: N/A for CEO (all committees are fully independent) .
- Board maintains combined CEO/Chair structure with an empowered Lead Independent Director; Board cites committee system and independence as effective counterbalance .
- Compensation Committee (all independent) oversees pay; Meridian Compensation Partners serves as independent advisor; no interlocks reported .
- Annual say-on-pay vote solicited; Board recommends FOR; CEO pay ratio for FY2025 is 116:1 .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| TSR – $100 initial value | 166.94 | 150.63 | 253.88 | 291.38 | 284.95 |
| Net Income ($) | 36,473,000 | 61,393,000 | 138,992,000 | 73,074,000 | 57,684,000 |
| EBITDA ($) | 111,559,000 | 129,057,000 | 139,500,000 | 140,548,000 | 170,599,000 |
Compensation Structure Analysis
- Equity-heavy mix: FY2025 LTI target at 325% of salary with 60% PSUs aligns pay with long-term value creation (ROIC with TSR modifier) .
- Annual incentive paid at 69% of target in FY2025, reflecting under-target financial results; 50% deferral into discounted RSUs adds retention and alignment .
- No stock options since 2003; reduced risk of option repricing; equity delivered via RSUs/PSUs .
- Clawback policy adopted; anti-hedging/anti-pledging policy strengthens alignment .
Equity Vesting Schedule (Selected future service-based dates as of 6/30/25)
| Vest Date | Shares (CEO) |
|---|---|
| 8/23/2025 | 25,699 |
| 8/23/2026 | 8,170 |
| 8/23/2027 | 5,135 |
Note: PSUs (20,950 target) vest based on three-year performance and relative TSR outcome; not time-based .
Investment Implications
- Strong alignment, moderate near-term supply: CEO exceeds ownership guidelines (136,975 vs 31,227 required) and holds 158,704 beneficially (1.32%); policy prohibits pledging/hedging, reducing misalignment risk; upcoming service-based vesting (25,699 shares on 8/23/25; 13,305 through 2027) can create periodic liquidity/tax-withholding flows but also reinforces retention .
- Pay-for-performance leverage: PSU design centered on ROIC with a relative TSR modifier (±25%) and a 60% PSU mix for CEO increases sensitivity to multi-year performance and market-relative outcomes; FY2023 PSU cycle paid at 52% indicating rigor vs targets .
- Cash compensation discipline: FY2025 annual incentive at 69% of target and 50% MSPP deferral signal cautious cash outlay and higher equity-at-risk; CEO cash bonus reported as $339,224 with the remainder in discounted RSUs vesting after 3 years .
- Transaction readiness with guardrails: CIC economics are sizable (illustrative $13.7M as of 6/30/25), but are double-trigger with 280G cutback (no gross-up), limiting shareholder-unfriendly outcomes while preserving retention in strategic events .
- Governance balance for dual role: Combined CEO/Chair role persists; oversight mitigated by fully independent committees and a Lead Independent Director—important to monitor, but current framework is consistent with disclosed governance practices .