Thomas J. Hansen
About Thomas J. Hansen
Independent director at Standex International (SXI) from 2013 through his retirement at the 2025 Annual Meeting under the company’s mandatory retirement policy; served 12 years on the Board, the majority as Lead Independent Director (2016–2024) . Prior to board service, he had a long operating career at Illinois Tool Works (ITW), including Vice Chairman (2006–2012) and EVP (1998–2006) . Age 75 as disclosed in the 2024 proxy; Director Since 2013; recognized as an Audit Committee financial expert via Audit Committee composition disclosures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (ITW) | Vice Chairman | 2006–2012 | Broad end‑market and acquisition experience cited as key value to SXI Board |
| Illinois Tool Works (ITW) | Executive Vice President | 1998–2006 | Deep operating leadership; diversified industrial context |
| Illinois Tool Works (ITW) | Various managerial/executive roles | 1980–1998 | Long-tenured global manufacturing leadership |
External Roles
| Company | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Terex Corporation | Director | Current as of 2024 proxy | Current public company board |
| Mueller Water Products, Inc. | Director | Current as of 2024 proxy | Current public company board |
| ITW | Director (past) | Prior service | Past public company board |
| CDW Corporation | Director (past) | Prior service | Past public company board |
| Gill Industries | Director (past) | Prior service | Past board |
Board Governance
- Independence: Board determined on July 24, 2025 that all directors other than the CEO were independent; Audit and Compensation members met enhanced independence standards (Hansen included) .
- Committee assignments: Audit Committee member (listed with other members in the Audit Committee report) .
- Lead Independent Director: Served as LID from 2016; Board transitioned LID role to Michael A. Hickey at conclusion of 2024 meeting as part of succession planning .
- Attendance and engagement: FY2025—7 Board meetings and 17 committee meetings; each director attended at least 75% of applicable meetings; all directors attended 2024 annual meeting (company anticipated full attendance for 2025) .
- Tenure/retirement: Not nominated for re‑election at 2025 meeting due to mandatory retirement age; Board thanked Hansen for 12 years of service, the majority as LID .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 22,500 | Includes annual cash retainer and any committee/LID fees net of deferrals under MSPP |
| Stock Awards (Grant-date FV) | 235,340 | Includes annual equity grant and RSUs from MSPP deferral election; FV per ASC 718 |
| All Other Compensation | 7,083 | Dividend equivalents on prior awards during vesting |
| Total | 264,923 | Sum of above |
Program reference (FY2025 non-employee director pay design): Annual cash retainer $70,000; annual equity grant $130,000; committee chair fees (Audit $20k; Comp $15k; N&CG $10k; I&T $15k); non‑chair fees (Audit $10k; Comp $7.5k; N&CG $5k; I&T $7.5k); Lead Independent Director fee $25,000; no meeting fees or perquisites .
Performance Compensation
| Element | Grant Date | Valuation Basis | Vesting | Notes |
|---|---|---|---|---|
| Annual time‑vested restricted stock | Oct 24, 2024 | $177.55 per share (close on grant date) | Restricted stock vests 3 years after grant date | Standard annual director equity grant |
| MSPP RSUs (from cash deferral election) | Aug 22, 2025 (certified Aug 12, 2025) | $120.86 per share (June 30, 2025 close less 25% discount) | Not specified in proxy for RSUs | Value reflects plan discount; totals included in “Stock Awards” above |
Notes:
- Director equity is time‑based (not performance‑metric based); dividend equivalents accrue and are paid upon vesting .
- Upon director retirement or change in control, unvested restricted stock is subject to accelerated vesting per program terms .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| Terex Corporation (current as of 2024 proxy) | No SXI‑specific related‑party transactions disclosed; standard independence maintained |
| Mueller Water Products, Inc. (current as of 2024 proxy) | No SXI‑specific related‑party transactions disclosed |
Expertise & Qualifications
- Diversified industrial operator with global manufacturing depth (ITW); board cites “broad end‑market knowledge” and acquisition experience; deemed well‑suited for LID responsibilities .
- Audit Committee financial expertise documented through Audit Committee composition determinations (all members qualified as financial experts and independent) .
- Board governance leadership: Majority of 12‑year tenure as LID; supported smooth leadership transition in 2024 .
Equity Ownership
| Metric | As Of | Amount |
|---|---|---|
| Beneficial ownership (common shares) | Jul 31, 2025 | 12,538 (<1% of outstanding) |
| Included: RSUs/PSUs convertible within 60 days | Jul 31, 2025 | 1,107 |
| Unvested stock (aggregate units/shares) | Jun 30, 2025 | 5,286 |
| Director ownership guideline | FY2025 policy | 5x annual cash retainer; all non‑employee directors in compliance as of Jun 30, 2025 |
| Anti‑hedging/anti‑pledging compliance | FY2025 policy | Hedging and pledging prohibited; no director engaged in prohibited transactions in FY2025 |
Section 16(a) compliance: Company reports all executive officers and directors filed required ownership reports on a timely basis for FY2025 .
Governance Assessment
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Strengths
- Independence and financial oversight: Independent director; Audit Committee member with financial expert qualification; no related‑party transactions reported; robust anti‑hedging/anti‑pledging and clawback policies in place .
- Board leadership and succession: Longstanding LID service with planned transition to new LID in 2024; adherence to mandatory retirement ensured refreshment (retired 2025) .
- Ownership alignment: Meaningful beneficial ownership, ongoing unvested equity, and compliance with stringent 5x retainer ownership guideline; dividend equivalents reinforce long‑term hold .
-
Watch items
- External commitments: Concurrent directorships (Terex; Mueller Water) may create time‑demand considerations, though SXI attendance thresholds were met (≥75%); no attendance issues disclosed .
- Equity concentration risk: While pledging is prohibited, continued monitoring of any future deferral elections and unvested balances is prudent for alignment optics .
-
Red flags observed: None disclosed
- No related‑party transactions since July 1, 2024; no Section 16(a) delinquencies; anti‑hedging/anti‑pledging enforcement; no perquisites or meeting fees for directors; say‑on‑pay environment strong (98.5% approval in 2023) .
Additional context: Non‑employee director pay mix emphasizes equity (three‑year vesting), with fixed cash retainer and role‑based fees; structure supports long‑term alignment without meeting‑based incentives .