Roger Fix
About Roger Fix
Independent director of Thermon Group Holdings since 2019; age 72 with ~5 years of service as of the 2025 Annual Meeting . Former President & CEO of Standex International (2003–2014) and prior COO (2001–2002), with deep industrial manufacturing and global operations experience; MS Mechanical Engineering (UT Austin) and BS Mechanical Engineering (University of Nebraska) . The Board has affirmatively determined he is independent; he also qualifies as an Audit Committee Financial Expert under Regulation S‑K Item 407 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standex International | President & CEO | 2003–2014 | Led diversified manufacturing growth; prior COO (2001–2002) |
| Outboard Marine Corporation | CEO & President | 2000–2001 | Operated marine manufacturing; prior COO/President during 2000 |
| John Crane Inc. | CEO; President - North America | 1996–2000 | Global manufacturer of mechanical seals; leadership across North America |
| Xomox Corporation | President | 1993–1996 | Process control valves/actuators; industrial operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commercial Vehicle Group, Inc. | Director | 2014–2024 | Board service concluded in 2024 |
| Flowserve Corporation | Director; Non‑Exec Chairman | Director 2006–2022; Chair 2017–2021 | Governance leadership at industrial peer |
| Standex International | Director | 2001–2017 | Post‑CEO board oversight |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (N&CG); Member, Audit; Member, Human Capital Management & Compensation (HCMC); Member, Finance .
- Independence: Board determined Fix is independent under NYSE and SEC rules; Audit, HCMC, Finance, and N&CG Committees comprised solely of independent directors during Fiscal 2025 .
- Audit Committee financial expertise: Board designated Fix as an “audit committee financial expert” based on CEO experience at a public company .
- Attendance & engagement: Board met 7 times in Fiscal 2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions and leadership: Regular executive sessions of independent directors; independent Chairman (John Clarke) .
- Conflicts/interlocks: HCMC composed solely of independent directors; no compensation committee interlocks with other companies’ executives .
| Committee | Fix’s Role | FY25 Meetings Held |
|---|---|---|
| Audit | Member | 5 |
| HCMC | Member | 4 |
| Finance | Member | 5 |
| N&CG | Chair | 4 |
Fixed Compensation
| Component | FY2025 Amount |
|---|---|
| Annual cash retainer (Board member) | $70,000 |
| Committee chair fee (N&CG) | $20,000 |
| Total cash fees | $90,000 |
| Annual equity retainer (time‑vested stock; fully vested at grant) | $94,947 |
| Total director compensation | $184,947 |
Equity grant schedule and share counts:
| Grant Date | Shares Granted | Closing Price Used |
|---|---|---|
| Apr 1, 2024 | 722 | $32.88 |
| Jul 1, 2024 | 798 | $29.74 (June 28, 2024) |
| Oct 1, 2024 | 805 | $29.49 (Sept 30, 2024) |
| Jan 1, 2025 | 825 | $28.77 (Dec 31, 2024) |
Program features: paid quarterly; no additional meeting fees in FY2025; equity grants 100% vested on grant date .
Performance Compensation
- Directors do not receive performance‑based equity (PSUs) or options; annual equity retainer is time‑vested and fully vested at grant; no cash bonus or meeting fees disclosed for directors in FY2025 .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Flowserve | None disclosed with THR | Prior service; no related party transactions noted for independent directors |
| Commercial Vehicle Group | None disclosed with THR | Prior service; concluded 2024 |
- Compensation Committee interlocks: None; no THR executive served on boards/comp committees of entities with reciprocal board overlap at THR .
Expertise & Qualifications
- Mechanical engineering degrees (UT Austin MS; University of Nebraska BS); seasoned industrial operator and public company CEO .
- Financial literacy and designated Audit Committee Financial Expert .
- Global operations, manufacturing, and capital allocation background across diversified industrials .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Roger Fix | 32,266 | <1% |
- Director stock ownership guideline: 4× annual cash retainer (=$280,000 for FY2025) with 5‑year compliance window; all non‑exec directors met or are within the initial period .
- Anti‑hedging/pledging policy: hedging and pledging prohibited; annual confirmations required from directors ; governance highlights include anti‑hedging/pledging .
- Pledging status: none indicated; company policy prohibits .
Governance Assessment
- Strengths: clear independence; multi‑committee engagement including chairing N&CG; audit financial expert designation; robust anti‑hedging/pledging and ownership guidelines; regular executive sessions; mandatory retirement age and max tenure promote refreshment .
- Alignment: Balanced cash/equity director pay with equity fully vested at grant; stock ownership guidelines drive alignment; no related‑party transactions disclosed for independent directors .
- Shareholder signals: Prior Say‑on‑Pay support at ~97% in 2024 indicates positive investor sentiment toward governance and pay practices (context for board oversight of pay) .
- Potential risks/red flags: None disclosed specific to Fix; Section 16 compliance noted with only one late filing by another officer; no hedging/pledging; no related‑party transactions .
Overall, Fix’s industrial CEO background and audit expertise enhance board effectiveness across Audit, HCMC, Finance, and Governance oversight, with independence, attendance, and equity ownership practices supportive of investor confidence .