Max Arets
About Max Arets
Max Arets is Vice President and Chief Information Officer (CIO) of Standex International (SXI) and became employed with the Company on April 8, 2024; he was designated a Named Executive Officer (NEO) in FY 2025 . SXI’s incentive design ties annual bonuses to a Balanced Performance Plan with financial and strategic goals, while long-term equity uses PSUs measured on ROIC over three years with a relative TSR modifier versus the S&P 600 Capital Goods Index; RSUs vest pro‑rata over three years . In FY 2025, SXI net sales increased 9.6% to $790.1 million, gross margin was nearly 40%, and income from operations was $93.5 million versus $101.7 million in FY 2024; adjusted operating income increased 10.2% year over year . Executives must meet stock ownership guidelines; as of June 30, 2025 Arets’ requirement (200% of base) translated to 4,973 shares versus actual ownership of 1,264 shares, below guideline .
Past Roles
Not disclosed in SXI DEF 14A 2024/2025 for Max Arets .
External Roles
Not disclosed in SXI DEF 14A 2024/2025 for Max Arets .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary (paid, $) | $83,351 | $369,642 |
| Base salary set ($) | $360,187 | $372,794 |
| Target annual bonus ($) | $203,084 | $186,397 |
| Actual annual bonus paid ($) | $28,809 | $139,798 |
| All other compensation ($) | $67,226 | $21,432 |
| Percent of FY pay “at risk” (%) | – | 50.0% |
Performance Compensation
Annual Incentive – FY 2025 Results (Balanced Performance Plan)
| Metric | Value |
|---|---|
| Financial Achievement Factor | 55.0% |
| Strategic Achievement Factor | 20.0% |
| Total BPP Score | 75.0% |
| Target Annual Incentive ($) | $186,397 |
| Actual Annual Incentive ($) | $139,798 |
FY 2024 annual incentive was pro‑rated from hire date; target $203,084 and payout $28,809 .
Long-Term Incentive Structure and Grants
- Program design: RSUs vest pro‑rata annually over 3 years; PSUs cliff‑vest after 3 years based on ROIC performance (threshold 50% to maximum 200% of target) and are further modified ±25% by relative TSR vs S&P 600 Capital Goods Index (ultimate 0–250% of target) .
- OIP grant action date: August 20, 2024; grant date August 23, 2024 .
| Component | Grant Date | Quantity | Grant Date FV ($) |
|---|---|---|---|
| RSU (OIP) | 8/23/2024 | 528 | $93,155 |
| PSU (OIP) – Target | 8/23/2024 | 528 | $93,155 |
| PSU (OIP) – Threshold/Max | 8/23/2024 | 264 / 1,056 | – |
| MSPP Deferral (FY 2025) | 8/22/2025 | 178 RSUs | $20,970 deferred |
FY 2024 sign‑on grant: 967 RSAs with grant date fair value $169,844 (discretionary sign‑on) .
FY 2025 Equity Mix and Values
| Item | Amount |
|---|---|
| MSPP deferral value included in Stock Awards ($) | $31,556 |
| RSU grant date fair value ($) | $93,155 |
| PSU grant date fair value ($) | $93,155 |
| Total FY 2025 Stock Awards ($) | $217,866 |
Equity Ownership & Alignment
Stock Ownership Guidelines and Compliance (as of June 30, 2025)
| Item | Value |
|---|---|
| Guideline (% of base salary) | 200% |
| Required ownership (# shares) | 4,973 |
| Actual ownership (# shares) | 1,264 |
| Retention policy until compliance | Must retain at least 50% of awarded shares; PSUs and MSPP RSUs excluded from ownership calc |
Outstanding Equity Awards and Vesting Schedule (as of June 30, 2025)
| Vest Date | Units Scheduled to Vest (#) |
|---|---|
| 8/23/2025 | 176 |
| 4/8/2026 | 484 |
| 8/23/2026 | 176 |
| 8/23/2027 | 176 |
| Total Unvested Stock Awards (#) | 1,012 |
| Market Value of Unvested Stock ($) | $158,358 (at $156.48/share) |
| Unearned PSUs (target) (#) | 528 |
| Market/Payout Value of Unearned PSUs ($) | $82,621 |
- Anti‑hedging & anti‑pledging policy: Prohibits hedging, short sales, options, holding/pledging in margin accounts; no NEO engaged in prohibited transactions .
- Options: Company has not awarded stock options since 2003; no outstanding options .
Employment Terms
Executive Severance Policy and CIC Mechanics
- Covered by Executive Severance Policy (CEO separate agreement). Severance applies to death, disability, retirement, termination without cause, and change in control; no benefits on termination for cause .
- Double‑trigger CIC: benefits payable only if a change in control occurs and the executive is terminated or resigns for “Just Reason” within 2 years (no single‑trigger acceleration) .
- Termination without cause: continuation of pay for 1 year equal to base salary plus target annual bonus and monthly COBRA premium reimbursement for up to 1 year .
- CIC quantification uses IRC 280G cutback if payments exceed limits; no excise tax gross‑ups .
Quantified Potential Payments for Max Arets (as of 6/30/2025; $156.48/share assumption)
| Scenario | Severance Pay ($) | Annual Incentive ($) | Equity Acceleration ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Death | – | – | 158,358 | – | 185,898 (incl. pro‑rata PSUs $27,540) |
| Disability | 372,794 (salary continuation) | – | 158,358 | 21,821 | 558,692 (incl. pro‑rata PSUs $27,540) |
| Retirement | – | – | 158,358 | – | 185,898 (incl. pro‑rata PSUs $27,540) |
| Termination Without Cause | 559,191 | – | – | 21,821 | 581,012 |
| Change in Control (double‑trigger) | 1,118,382 | 372,794 | 240,979 | 47,962 | 1,780,117 |
Equity vesting rules: RSUs/RSAs immediately vest upon death, disability, retirement or involuntary termination in connection with a CIC; PSUs vest based on certified performance at end of period, with pro‑ration except for cause/without cause/CIC provisions noted .
Clawback and Risk Controls
- SEC‑compliant clawback adopted August 2023; extends to Executive Severance Policy .
- Anti‑hedging/anti‑pledging enforced; none of the NEOs engaged in prohibited transactions .
Investment Implications
- Alignment: Arets’ compensation mix includes meaningful at‑risk pay (50% of FY 2025 target), with long‑term PSUs tied to ROIC and relative TSR; this promotes capital discipline and shareholder‑relative performance .
- Retention and selling pressure: The vesting stack for Arets (8/23/2025–2027 and 4/8/2026) and the 3‑year MSPP RSUs could create periodic liquidity events; however, ownership guidelines require retention of at least 50% of awarded shares until compliance, mitigating near‑term selling pressure .
- Ownership shortfall: Actual ownership (1,264 shares) is below the required 4,973 shares, implying ongoing accumulation needs; failure to reach guidelines can constrain discretionary sales and supports alignment over time .
- Change‑in‑control economics: Double‑trigger CIC provisions, no excise tax gross‑ups, and 280G cutbacks balance retention with shareholder protection; quantified CIC payout of ~$1.78M is moderate relative to peer norms for a CIO .
- Governance quality: Independent Compensation Committee (Meridian as advisor), strong anti‑hedging/pledging and clawback controls, and high Say‑on‑Pay support (99.1% in 2024) reduce governance risk around pay practices .