Jeffrey S. Edwards
About Jeffrey S. Edwards
Independent director at Standex International since 2014; age 63 as of the 2025 proxy. He serves on the Compensation and Nominating & Corporate Governance (N&CG) committees. Edwards is Chairman (since 2013) and CEO (since 2012) of Cooper Standard, and previously held senior leadership roles at Johnson Controls across Asia and North America. His core credentials are global manufacturing leadership, operational execution, and peer practice insight; years of tenure on the SXI board: 11 as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls, Inc. | Corporate VP; Group VP & GM, Automotive Experience Asia Group & North America | 2002–2012 | Led global automotive operations; advises SXI on operational and growth strategies |
| Johnson Controls, Inc. | Various managerial & executive positions | 1984–2002 | Deep operational background informs board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cooper Standard Holdings, Inc. | Chairman | Since 2013 | Current public company board; also CEO |
| Cooper Standard Holdings, Inc. | Chief Executive Officer | Since 2012 | Operating executive role |
| Cooper Standard Foundation, Inc. | Director | N/A | Privately held foundation |
Board Governance
- Committees: Compensation; Nominating & Corporate Governance (member; not chair)
- Compensation Committee membership (FY 2025): Hickey (Chair), B.J. Edwards, Davenport, J.S. Edwards; meetings held: 5; all members independent
- N&CG Committee membership: B.J. Edwards (Chair); J.S. Edwards; Cannon; Hickey; Chorman (FY 2024–2025)
- Attendance: Board held 7 meetings in FY 2025 and committees 17; each director attended at least 75% of their board and committee meetings; Board held 5 meetings in FY 2024 and committees 18; each director attended at least 75%
- Independence: Board affirmatively determined all non-employee directors, including Edwards, are independent (enhanced independence for Audit/Comp committees)
- Governance practices: regular executive sessions; anti-hedging/pledging policy; SEC-compliant clawback; stock ownership guidelines for directors and executives
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $82,500 | $82,500 |
| Meeting Fees | None (company does not pay meeting fees) | None (company does not pay meeting fees) |
| Perquisites | None (directors do not receive perquisites) | None (directors do not receive perquisites) |
Program terms (non-employee directors):
- Annual cash retainer: $70,000; Committee chair/non-chair fees: Audit $20,000/$10,000; Compensation $15,000/$7,500; N&CG $10,000/$5,000; I&T $15,000/$7,500; Lead Independent Director $25,000
- Directors may defer up to 100% of cash retainer into MSPP (Management Stock Purchase Plan)
Performance Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Annual Equity Stock Grant (fair value) | $130,000; granted Oct 24, 2023 at $143.04/share; 3-year vest; accrues dividend equivalents; acceleration on retirement/CoC | $130,000; granted Oct 24, 2024 at $177.55/share; 3-year vest; accrues dividend equivalents; acceleration on retirement/CoC |
| MSPP RSUs (if elected) | RSUs granted Aug 23, 2024; valued at $120.86/share (25% discount to June 28, 2024 price) | RSUs granted Aug 22, 2025; valued at $120.86/share (25% discount to June 30, 2025 price) |
Notes:
- Equity emphasizes long-term alignment; directors must retain at least 50% of awarded shares until meeting ownership guidelines
- Directors do not receive option awards or performance-based metrics; equity awards are time-based restricted stock/RSUs
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Cooper Standard Holdings, Inc. | Chairman & CEO; Director | SXI discloses no related-party transactions since July 1, 2024 (and since July 1, 2023 in prior proxy). No compensation committee interlocks involving SXI executives/directors reported. |
Expertise & Qualifications
- Global manufacturing CEO with operational and growth strategy experience; contributes management acumen, peer practice insights, and guidance on short-/long-term performance strategies
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Common Stock Beneficially Owned (#) | 13,053; <1% of outstanding | 13,785; <1% of outstanding |
| Unvested Stock/Units (#) | 3,321 | 2,935 |
| Director Ownership Guideline | 5x annual cash retainer; all non-employee directors compliant as of year-end | 5x annual cash retainer; all non-employee directors compliant as of year-end |
| Hedging/Pledging | Prohibited; no director engaged in prohibited transactions | Prohibited; no director engaged in prohibited transactions |
Insider Trades
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Section 16(a) filings timely? | Yes (no delinquencies reported) | Yes (no delinquencies reported) |
Note: The proxy does not enumerate Form 4 transactions. If you want current Form 4 trade-level detail, I can retrieve it via the insider-trades skill.
Governance Assessment
- Strengths: Independent director with deep operating expertise; consistent committee engagement (Compensation, N&CG); compliant with anti-hedge/pledge and ownership policies; no related-party transactions reported; strong shareholder support on say-on-pay (99.1% approval at 2024 annual meeting; 98.5% at 2023), indicating broad confidence in compensation governance.
- Compensation structure: Stable year-over-year director pay for Edwards (cash fees $82,500; equity $130,000); equity is time-based and vests over three years; no meeting fees or perquisites, aligning with governance best practices.
- Committee effectiveness: Compensation Committee met 5 times in FY 2025; all members independent; uses independent consultant (Meridian) and peer benchmarking; director compensation reviewed biannually; FY 2024 increased equity grant to $130,000; no changes in FY 2025.
- Attendance & engagement: Each director attended at least 75% of board/committee meetings in FY 2024 and FY 2025; board leadership provides regular executive sessions.
- Potential conflicts: Edwards’ concurrent Chairman/CEO role at Cooper Standard increases external responsibilities; however, SXI reports no related-party transactions and maintains stringent conflict and anti-hedging/pledging policies. Monitor for any future transactional overlap or pledging activity.
RED FLAGS
- None disclosed: No related-party transactions; no Section 16(a) delinquencies; no hedging/pledging; no perquisites/meeting fees for directors. Continue monitoring for any future interlocks or transactional relationships with Cooper Standard.