Thomas E. Chorman
About Thomas E. Chorman
Independent director of Standex International (SXI) since 2004 (21 years of tenure), age 71, and chair of the Board’s Innovation & Technology Committee; also serves on the Audit and Nominating & Corporate Governance (N&CG) Committees . A seasoned financial executive and entrepreneur, his background includes CFO roles at Armstrong World Industries and Ansell Healthcare, CEO roles at Foamex and Solar LED Innovations, with deep expertise in financial reporting, M&A, and strategic planning; the Board designates all Audit members (including Chorman) as “audit committee financial experts” under SEC rules and financially literate under NYSE standards . He is affirmed independent by the Board (July 24, 2025) and his current Class III term was up for election in 2025 with nomination to a new term expiring 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foamex | CEO & President | 2001–2006 | Turnaround/operator experience |
| Ansell Healthcare | CFO | 2000–2001 | Financial reporting leadership |
| Armstrong World Industries | CFO | 1997–2000 | Corporate finance expertise |
| Procter & Gamble | Various managerial/executive roles (incl. international, new ventures) | 1984–1997 | Global operations, new ventures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solar LED Innovations, LLC | CEO | 2006–present | Entrepreneurial leadership |
| Public company boards (current) | None | — | No current external public directorships |
| Past public company boards | Symmetry Medical, Inc.; Foamex | n/a | Prior directorship experience |
Board Governance
| Dimension | Detail |
|---|---|
| Standing committees | Audit (member), N&CG (member), Innovation & Technology (Chair) |
| Audit Committee | 2025 members: Davenport (Chair), Chorman, Cannon, Hansen; 4 meetings; all members independent and designated “audit committee financial experts” |
| N&CG Committee | 2025 members include B. Joanne Edwards (Chair), Cannon, Hickey (through 1/1/25), Jeffrey S. Edwards, Chorman; 4 meetings; independent-only composition |
| Innovation & Technology Committee | 2025 members: Chorman (Chair), Hickey; 4 meetings; independent directors |
| Independence status | Board determined all directors except the CEO are independent (7/24/2025) |
| Meeting attendance | Board held 7 meetings; committees held 17 in FY2025; each director attended at least 75% of meetings of the Board and their committees; all directors attended 2024 annual meeting |
| Lead Independent Director | Michael A. Hickey (since 2024 annual meeting) |
| Executive sessions | Regular executive sessions of independent directors are held |
| Committee refresh | Recent rotations; 2025 additions included Nemeth to Audit and Compensation effective 8/1/2025 |
Fixed Compensation (Non‑Employee Director Program; FY2025)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | No meeting fees; no retirement plan perqs for directors |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; N&CG: $10,000; I&T: $15,000 | Independent-only committees |
| Committee member fees (non‑chair) | Audit: $10,000; Compensation: $7,500; N&CG: $5,000; I&T: $7,500 | |
| Lead Independent Director fee | $25,000 | |
| Chorman – Fees Earned or Paid in Cash (FY2025) | $97,500 | Includes retainer and committee fees, net of any MSPP deferral |
| Chorman – All Other Compensation (dividend equivalents) | $3,756 | Paid on prior stock awards upon vesting |
Anti-hedging/anti-pledging policy prohibits short sales, derivatives, hedging, holding in margin accounts, and pledging company stock; no prohibited transactions by directors in FY2025 or prior periods .
Performance Compensation (Equity; FY2025)
| Component | Grant Value/Terms | Vesting/Acceleration | Notes |
|---|---|---|---|
| Annual equity stock grant | $130,000 grant-date fair value for each non‑employee director | Restricted stock vests after 3 years; dividend equivalents accrue and pay at vest; accelerates upon retirement or change in control | Granted on annual meeting date |
| Grant date and price (FY2025 cycle) | October 24, 2024; $177.55 per share (closing price) | As above | |
| MSPP deferral (if elected) | Directors can defer up to 100% of cash retainer into RSUs under MSPP; FY2025 MSPP RSUs certified Aug 12, 2025 and granted Aug 22, 2025 at $120.86 (June 30, 2025 close less 25% discount) | RSUs vest per plan and pay dividend equivalents at vest | Chorman’s FY2025 stock awards equal the standard $130,000, indicating no additional MSPP RSUs for him in FY2025 |
| Chorman – Stock Awards (FY2025) | $130,000 | 3-year restricted stock vesting | |
| Performance metrics | Not applicable for director equity (time‑based only; no financial/TSR metrics for directors) | — | — |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Past public company boards | Symmetry Medical, Inc.; Foamex |
| Compensation Committee interlocks | For FY2025, Compensation Committee members (Hickey, B. Joanne Edwards, Robin J. Davenport, Jeffrey S. Edwards) had no interlocking relationships; none have been employees of the Company |
Expertise & Qualifications
- Designated “audit committee financial expert” with accounting/financial management expertise and financial literacy under NYSE standards; Audit Committee comprises only independent directors meeting enhanced independence criteria .
- Deep finance and operating experience (CFO/CEO), private equity/entrepreneurial background, and M&A/strategic planning proficiency; benefits Board in analyzing acquisitions, financial results, and long-range strategy .
- As I&T Committee Chair, provides oversight on technology strategy, innovation investments, partnerships, and tech‑centered M&A opportunities .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (as of July 31, 2025) | 13,590 shares; less than 1% of outstanding |
| Unvested stock/units (as of June 30, 2025) | 3,370 unvested shares/units |
| Ownership guidelines (directors) | Must hold ≥5× annual cash retainer; until met, retain ≥50% of awarded shares; all non‑employee directors in compliance as of June 30, 2025 |
| Hedging/pledging | Prohibited by policy; no prohibited transactions by directors |
| Section 16(a) compliance | All directors and officers filed timely in FY2025 |
Director Compensation Mix (FY2025 snapshot)
| Component | Chorman (FY2025) |
|---|---|
| Cash (Fees Earned or Paid in Cash) | $97,500 |
| Equity (Stock Awards) | $130,000 |
| All Other (Dividend Equivalents) | $3,756 |
| Total | $231,256 |
Program highlights: no meeting fees; emphasis on equity with 3‑year vesting; cash/equity levels benchmarked to peers; no perquisites; periodic review; no FY2025 changes after FY2024 review .
Board Governance Assessment (Investor Signals)
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Strengths
- Independent status affirmed; multi‑committee service (Audit, N&CG) and chair of I&T; designated audit committee financial expert—supports robust oversight of financial reporting and innovation strategy .
- Strong ownership alignment: meaningful personal holdings; all directors meet 5× retainer ownership guideline; anti‑hedging/anti‑pledging policy in force; no related‑party transactions reported since July 1, 2024; timely Section 16 filings .
- Engagement and oversight: Board and committee workload (7 and 17 meetings, respectively); all directors ≥75% attendance; regular independent executive sessions .
- Shareholder support: Say‑on‑pay approval 99.1% at 2024 annual meeting ; historical re‑election support for Chorman has been strong (e.g., 2019 and prior cycles) .
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Watch items / potential investor questions
- Tenure: 21 years on the Board—a tenure level some governance investors scrutinize for potential independence-of-thought risk; balanced by annual independence determinations and ongoing committee rotations .
- Non‑employee director equity is time‑based (no performance metrics). While common for directors, investors focused on pay-for-performance may prefer stronger performance linkage; SXI mitigates with ownership requirements and 3‑year vesting .
Related-Party Transactions and Conflicts
- Policy requires Audit Committee approval of any related‑party transactions >$120,000; no such transactions since July 1, 2024 .
Election/Term Status
- Class III director with term expiring at the 2025 Annual Meeting; nominated for re‑election to a three‑year term expiring at the 2028 annual meeting .