☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
• | To elect eight directors to hold office until the 2025 Annual Meeting and until their successors have been duly elected and qualified; |
• | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; and |
• | To act upon and transact such other business as may be properly brought before the Annual Meeting or any adjournment or adjournments thereof. |
• | Election of eight nominees to serve on our Board of Directors; and |
• | Ratification of the appointment of Ernst & Young LLP as our independent public accounting firm for 2024. |
• | FOR each of the eight Board of Director nominees named in this Proxy Statement; and |
• | FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024. |
• | in person, by attending the Annual Meeting; |
• | via the Internet, by visiting www.proxyvote.com and following the instructions provided; or |
• | by mail, if you mark, sign and date the proxy card enclosed with this proxy statement and return it in the postage-paid envelope provided. |
• | in person, by first obtaining a legal proxy from your broker or other nominee and presenting that at the meeting along with valid identification; |
• | via the Internet, by visiting www.proxyvote.com and following the instructions provided; or |
• | by mail, if you mark, sign and date the voting instruction form and return it in the postage-paid envelope provided by your broker. |
• | if you give written notice of the revocation to Astronics Corporation, Attn: Corporate Secretary, Julie Davis, 130 Commerce Way, East Aurora, NY 14052 or give electronic notice to Ms. Davis at [email protected]; |
• | if you submit a properly signed proxy with a later date; or |
• | by appearing at the Annual Meeting in person and stating that you revoke your proxy. |
• | Proposal 1: “FOR” the election of each of the eight nominees named in this Proxy Statement to serve on the Company’s Board of Directors; |
• | Proposal 2: “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024; and |
• | In the discretion of the proxies on other matters properly brought before the Annual Meeting. |
• | Code of Business Conduct and Ethics: |
• | Statement on Human Trafficking: |
• | Equal Employment Opportunity Policy: |
• | Affirmative Action Policy: |
• | Drug-free workplace statement: |
• | Improper conduct/discrimination/harassment statement: |
• | Health and Safety statement: |
• | Whistleblower (Reporting and Effect of Violations) statement: |
| | | 7 out of 8 directors are independent directors | | |
| | | Fully independent Board Committees | | |
| | | Annual Board member election | | |
| | | Require double-trigger for equity acceleration under employment termination benefit agreements upon a change in control | | |
| | | Maintain a competitive compensation package | | |
| | | Strong lead independent director role and responsibilities | | |
| | | Require stock ownership for the Board of Directors | | |
| | | Annual Board and Committee self-evaluations | | |
| | | Strategy and risk oversight by full Board | | |
| | | Board and Committees have the right to retain independent outside financial, legal or other advisors | | |
| | | Director “overboarding” limits | | |
| | | Regular executive sessions of independent directors | | |
| | | CEO succession plan | |
• | Audit Committee Charter: |
• | Compensation Committee Charter: |
• | Nominating/Governance Committee Charter: |
• | Sustainability Committee Charter: |
• | Corporate Governance Guidelines: |
• | Political contributions statement: |
• | Social media policy |
• | Cybersecurity policy; compliant with NIST 800-171 |
| | | THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES. Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2025 | |
(i) | the comments and recommendations of members regarding the qualifications and effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new board members; |
(ii) | the requisite expertise and sufficiently diverse backgrounds of the Board of Directors’ overall membership composition; |
(iii) | the independence of outside directors and other possible conflicts of interest of existing and potential members of the Board of Directors; and |
(iv) | all other factors it considers appropriate. |
| Board Diversity Matrix as of March 15, 2024 | | ||||||||||||
| Total Number of Directors | | | 8 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | | | | | | | | | ||||
| Directors | | | 1 | | | 7 | | | — | | | — | |
| Part II: Demographic Background | | | | | | | | | | ||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | 1 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 5 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | 1(1) | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | — | |
(1) | One director self-identifies as White and Hispanic. |
| Name | | | Fees Earned or Paid in Cash | | | Restricted Stock Unit Awards(4) | | | Total | |
| Raymond W. Boushie(1) | | | $40,000 | | | $110,008 | | | $150,008 | |
| Robert T. Brady(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
| Jeffry D. Frisby(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
| Peter J. Gundermann(3) | | | — | | | — | | | — | |
| Warren C. Johnson(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
| Robert S. Keane(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
| Neil Kim(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
| Mark Moran(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
| Linda O’Brien(2) | | | $80,000 | | | $110,008 | | | $190,008 | |
(1) | Mr. Boushie did not stand for reelection at the Annual Meeting in 2023. In 2023, Mr. Boushie was awarded 7,438 Restricted Stock Units under the Amended and Restated 2017 Long Term Incentive Plan. Each Restricted Stock Unit represents the right to receive, at settlement, one share of Common Stock. The Restricted Stock Units issued to Mr. Boushie vested in full upon expiration of his term as director on May 23, 2023. On May 25, 2023, Mr. Boushie was issued 7,438 shares of Common Stock upon the settlement of his previously issued Restricted Stock Units. At December 31, 2023, Mr. Boushie had options to purchase 4,600 shares of Common Stock. The exercise price is 100% of the fair market value on the date of grant. |
(2) | In 2023, Ms. O’Brien and each of Messrs. Brady, Frisby, Johnson, Keane, Kim and Moran were awarded 7,438 Restricted Stock Units under the Amended and Restated 2017 Long Term Incentive Plan. Each Restricted Stock Unit represents the right to receive, at settlement, one share of Common Stock. The Restricted Stock Units issued to Ms. O’Brien and Messrs. Brady, Frisby, Johnson, Keane, Kim and Moran vested in full six months from the grant date on August 23, 2023, on which date Ms. O’Brien and each of Messrs. Brady, Frisby, Johnson, Keane, Kim and Moran were issued 7,438 shares of Common Stock. At December 31, 2023, Messrs. Brady, Frisby, Johnson and Kim had options to purchase 17,000; 8,000; 8,000 and 8,000 shares of Common Stock, respectively, and 5,703; 1,200; 1,200 and 1,200 shares of Class B Stock, respectively. The exercise price is 100% of the fair market value on date of grant. As of December 31, 2023, Mr. Keane, Mr. Moran and Ms. O’Brien did not have any options to purchase shares of Common Stock or Class B Stock. |
(3) | Mr. Gundermann receives no separate compensation for his service as a director of the Company. |
(4) | The total fair value of the award is determined under generally accepted accounting principles used to calculate the value of equity awards for purposes of the Company’s financial statements as described in Note 16 to the audited financial statements in Astronics Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. The amounts do not reflect the actual amounts realized by the director. |
| | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024. | |
| | | 2023 | | | 2022 | | |
| Audit | | | $1,722,027 | | | $1,700,192 | |
| Audit-related | | | $— | | | — | |
| Tax | | | $12,875 | | | $36,050(1) | |
| All Other | | | $5,489(2) | | | $6,220(2) | |
(1) | Includes services related to Internal Revenue Service’s uniform capitalization rules. |
(2) | Includes a subscription to EY Atlas Online Subscription. |
| March 26, 2024 | | | Robert T. Brady, Chairman Jeffry D. Frisby Neil Kim | |
| March 26, 2024 | | | Neil Y. Kim, Chairman Robert S. Keane Mark Moran Linda G. O’Brien | |
| Name and Principal Position | | | Year | | | Salary | | | Bonuses(1) | | | Stock Awards(2) | | | Option Awards(3) | | | All Other Compensation | | | Total | |
| Peter J. Gundermann, President and Chief Executive Officer | | | 2023 | | | $606,262 | | | $385,213 | | | $200,405 | | | $800,406 | | | $48,778(5) | | | $2,041,064 | |
| 2022 | | | $588,604 | | | — | | | $200,010 | | | $800,000 | | | $51,713 | | | $1,640,327 | | |||
| 2021 | | | $571,460 | | | — | | | $217,230 | | | $1,600,279(4) | | | $63,668 | | | $2,452,637 | | |||
| | | | | | | | | | | | | | | | ||||||||
| David C. Burney, Executive Vice President- Finance, Chief Financial Officer and Treasurer | | | 2023 | | | $377,204 | | | $192,397 | | | $130,152 | | | $50,381 | | | $37,492(6) | | | $787,626 | |
| 2022 | | | $366,217 | | | — | | | $130,176 | | | $150,054 | | | $38,215 | | | $684,662 | | |||
| 2021 | | | $355,550 | | | — | | | $141,077 | | | $300,238(4) | | | $40,445 | | | $837,310 | | |||
| | | | | | | | | | | | | | | | ||||||||
| James S. Kramer, Executive Vice President | | | 2023 | | | $310,722 | | | $158,513 | | | $120,539 | | | $50,381 | | | $30,503(7) | | | $670,658 | |
| 2022 | | | $301,720 | | | — | | | $120,006 | | | $150,054 | | | $28,846 | | | $600,626 | | |||
| 2021 | | | $292,932 | | | — | | | $128,754 | | | $300,238(4) | | | $30,889 | | | $752,813 | | |||
| | | | | | | | | | | | | | | | ||||||||
| Michael C. Kuehn, Executive Vice President | | | 2023 | | | $391,835 | | | $200,014 | | | $170,085 | | | $50,381 | | | $9,900(8) | | | $822,215 | |
| 2022 | | | $380,422 | | | — | | | $170,178 | | | $200,072 | | | $9,150 | | | $759,822 | | |||
| 2021 | | | $369,342 | | | — | | | $181,419 | | | $400,521(4) | | | $11,933 | | | $963,215 | | |||
| | | | | | | | | | | | | | | | ||||||||
| James F. Mulato, Executive Vice President and President of Test Segment | | | 2023 | | | $370,213 | | | $188,582 | | | $170,085 | | | $50,381 | | | $30,704(9) | | | $809,965 | |
| 2022 | | | $359,430 | | | — | | | $170,178 | | | $200,072 | | | $30,025 | | | $759,705 | | |||
| 2021 | | | $348,962 | | | — | | | $180,604 | | | $400,521(4) | | | $32,112 | | | $962,199 | | |||
| | | | | | | | | | | | | | | | ||||||||
| Mark A. Peabody, Executive Vice President and President of Aerospace Segment | | | 2023 | | | $510,261 | | | $260,322 | | | $160,472 | | | $50,381 | | | $9,900(8) | | | $991,336 | |
| 2022 | | | $495,399 | | | — | | | $160,008 | | | $150,054 | | | $9,150 | | | $814,611 | | |||
| 2021 | | | $480,970 | | | — | | | $174,589 | | | $300,238(4) | | | $16,035 | | | $971,832 | |
(1) | The amounts reflected in the “Bonuses” column for 2023 reflect bonuses paid as stock bonuses using Common Stock under the Company’s LTIP. The stock bonuses were issued on March 1, 2024 at a price per share of $19.17. |
(2) | The amounts reported in the “ Stock Awards” column reflect the fair value of restricted stock units (“RSUs” ) on the grant date of the award. The total fair value of the RSU award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2023. |
(3) | The amounts reported in the “Option Awards” column reflect the fair value on the grant date of the award. The total fair value of the option award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2023. |
(4) | Stock options have historically been awarded in December of each year, but as the Compensation Committee did not meet in December 2020, no stock options were awarded in 2020 and were instead awarded in January 2021. Separate awards were made in December 2021 in accordance with the usual practice. |
(5) | Represents personal use of company automobile, personal use of company plane, contribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, gross up for income taxes related to benefits of $13,196 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company. Value of personal use of company plane is based on an estimated rental rate. |
(6) | Represents club fees and dues of $10,609, automobile allowance, contribution to a medical reimbursement plan, gross up for income taxes related to benefits and the contribution to the Company’s Profit Sharing/401K Plan made by the Company. |
(7) | Represents club fees and dues of $10,696, gross up for income taxes related to benefits of $10,484 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company. |
(8) | Represents the contribution to the Company’s Profit Sharing/401K Plan made by the Company. |
(9) | Represents club fees and dues, automobile allowance of $14,356, gross up for income taxes related to benefits and the contribution to the Company’s Profit Sharing/ 401K Plan made by the Company. |
| Name and Principal Position | | | Year | | | Salary | | | Bonuses(1) | | | Stock Awards(2) | | | Option Awards(3) | | | Changes in Pension Value and Non-Deferred Compensation Earnings(4) | | | All Other Compensation | | | Total | |
| Peter J. Gundermann, President and Chief Executive Officer | | | 2023 | | | $606,262 | | | $385,213 | | | $200,405 | | | $800,406 | | | $609,147 | | | $48,778(6) | | | $2,650,211 | |
| 2022 | | | $588,604 | | | — | | | $200,010 | | | $800,000 | | | — | | | $51,713 | | | $1,640,327 | | |||
| 2021 | | | $571,460 | | | | | $217,230 | | | $1,600,279(5) | | | — | | | $63,668 | | | $2,452,637 | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| David C. Burney, Executive Vice President- Finance, Chief Financial Officer and Treasurer | | | 2023 | | | $377,204 | | | $192,397 | | | $130,152 | | | $50,381 | | | $299,247 | | | $37,492(7) | | | $1,086,873 | |
| 2022 | | | $366,217 | | | — | | | $130,176 | | | $150,054 | | | — | | | $38,215 | | | $684,662 | | |||
| 2021 | | | $355,550 | | | — | | | $141,077 | | | $300,238(5) | | | — | | | $40,445 | | | $837,310 | | |||
| | | | | | | | | | | | | | | | | | |||||||||
| James S. Kramer, Executive Vice President | | | 2023 | | | $310,722 | | | $158,513 | | | $120,539 | | | $50,381 | | | $196,899 | | | $30,503(8) | | | $867,607 | |
| 2022 | | | $301,720 | | | — | | | $120,006 | | | $150,054 | | | — | | | $28,846 | | | $600,626 | | |||
| 2021 | | | $292,932 | | | — | | | $128,754 | | | $300,238(5) | | | — | | | $30,889 | | | $752,813 | | |||
| | | | | | | | | | | | | | | | | | |||||||||
| Michael C. Kuehn, Executive Vice President(9) | | | 2023 | | | $391,835 | | | $200,014 | | | $170,085 | | | $50,381 | | | — | | | $9,900(10) | | | $822,215 | |
| 2022 | | | $380,422 | | | — | | | $170,178 | | | $200,072 | | | — | | | $9,150 | | | $759,822 | | |||
| 2021 | | | $369,342 | | | — | | | $181,419 | | | $400,521(5) | | | — | | | $11,933 | | | $963,215 | | |||
| | | | | | | | | | | | | | | | | | |||||||||
| James F. Mulato, Executive Vice President and President of Test Segment(11) | | | 2023 | | | $370,213 | | | $188,582 | | | $170,085 | | | $50,381 | | | — | | | $30,704(12) | | | $809,965 | |
| 2022 | | | $359,430 | | | — | | | $170,178 | | | $200,072 | | | — | | | $30,025 | | | $759,705 | | |||
| 2021 | | | $348,962 | | | — | | | $180,604 | | | $400,521(5) | | | — | | | $32,112 | | | $962,199 | | |||
| | | | | | | | | | | | | | | | | | |||||||||
| Mark A. Peabody, Executive Vice President and President of Aerospace Segment | | | 2023 | | | $510,261 | | | $260,322 | | | $160,472 | | | $50,381 | | | $423,688 | | | $9,900(10) | | | $1,415,024 | |
| 2022 | | | $495,399 | | | — | | | $160,008 | | | $150,054 | | | — | | | $9,150 | | | $814,611 | | |||
| 2021 | | | $480,970 | | | — | | | $174,589 | | | $300,238(5) | | | $17,278 | | | $16,035 | | | $989,110 | |
(1) | The amounts reflected in the “Bonuses” column for 2023 reflect bonuses paid as stock bonuses using Common Stock under the Company’s LTIP. The stock bonuses were issued on March 1, 2024 at a price per share of $19.17. |
(2) | The amounts reported in the “Stock Awards” column reflect the fair value of restricted stock units (“RSUs” ) on the grant date of the award. The total fair value of the RSU award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2023. |
(3) | The amounts reported in the “Option Awards” column reflect the fair value on the grant date of the award. The total fair value of the option award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2023. |
(4) | Represents the annual change in the actuarial present value of accumulated benefits under the Supplemental Retirement Plan (“SERP”) and Supplemental Retirement Plan II (“SERP II”), not actual payments made to the participant or to an account on his behalf. Changes in the actuarial present value of the plans are due to year over year changes to the actuarial assumptions and service costs and are not the result of modifications to the plans. The actuarial estimate is based on a number of assumptions such as interest rates, retirement age, life expectancy and future wages, and assumes each participant will vest in the benefit and that the plan will continue to exist and pay benefits in the future. The change in the actuarial present value increased for Messrs. Gundermann, Burney, Kramer and Peabody from 2022 to 2023 for SERP and SERP II participants because of a change in the applied discount rate of 5.00% to 4.79%. |
(5) | Stock options have historically been awarded in December of each year, but as the Compensation Committee did not meet in December 2020, no stock options were awarded in 2020 and were instead awarded in January 2021. Separate awards were made in December 2021 in accordance with the usual practice. |
(6) | Represents personal use of company automobile, personal use of company plane, contribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, gross up for income taxes related to benefits of $13,196 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company. Value of personal use of company plane is based on an estimated rental rate. |
(7) | Represents club fees and dues of $10,609, automobile allowance, contribution to a medical reimbursement plan, gross up for income taxes related to benefits and the contribution to the Company’s Profit Sharing/401K Plan made by the Company. |
(8) | Represents club fees and dues of $10,696, gross up for income taxes related to benefits of $10,484 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company. |
(9) | Mr. Kuehn is not a participant in the SERP or SERP II. |
(10) | Represents the contribution to the Company’s Profit Sharing/401K Plan made by the Company. |
(11) | Mr. Mulato is not a participant in the SERP or SERP II. |
(12) | Represents club fees and dues, automobile allowance of $14,356, gross up for income taxes related to benefits and the contribution to the Company’s Profit Sharing/ 401K Plan made by the Company. |
| Year | | | Summary compensation table total for PEO(1) | | | Compensation actually paid to PEO(2) | | | Average summary compensation table total for non-PEO named executive officers(3) | | | Average compensation actually paid to non-PEO named executive officers(4) | | | Value of initial fixed $100 investment based on: | | | Net income (Loss) | | | Average Annual Adjusted EBITDA as % of Average Annual Revenue Over a 3- Year Period(7) | | |||
| Total shareholder return(5) | | | Peer group total shareholder return(6) | | |||||||||||||||||||||
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $( | | | | |
| 2022 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $( | | | | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $( | | | | |
| 2020 | | | $ | | | $( | | | $ | | | $ | | | $ | | | $ | | | $( | | | |
(1) | The dollar amounts reported are the total compensation reported for |
(2) | The dollar amounts reported represent the “compensation actually paid” to Mr. Gundermann, who served as our PEO for each of the fiscal years 2023, 2022, 2021 and 2020, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gundermann during such fiscal years and are based on valuation assumptions required by the SEC, which may not reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the reported “Total” in the Summary Compensation Table for the applicable year is adjusted to determine the “compensation actually paid” amount as follows: |
a. | The amount reflected in the “Stock Award” and “Option Award” columns of the Summary Compensation Table with respect to each NEO has been deducted from the Summary Compensation Table Total and substituted with an equity award value for each year calculated by adding or subtracting, as applicable, the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of such year; (ii) the change in fair value from the end of the prior fiscal year of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; and (iii) for awards granted in prior fiscal years that vested in the applicable fiscal year, the amount equal to the change in value as of the vesting date (from the end of the prior fiscal year). The amounts reported for 2022, 2021 and 2020 have been updated as compared to the amounts reported in the Proxy Statement filed in connection with the 2023 Annual Meeting so that the calculation of the fair value of equity awards is in line with the measurement approach used by the Company under U.S. GAAP. This correction increased (decreased) compensation actually paid to the PEO by $ |
b. | The pension benefit value reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year is adjusted to account for the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Gundermann during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. |
c. | The following table discloses the amounts deducted from and added to the total compensation of our principal executive officer in determining our principal executive officer’s compensation actually paid for each fiscal year shown in the pay versus performance table: |
| Year | | | Summary Compensation Total | | | Minus: Change in Pension Value and Non- Qualified Deferred Compensation Earnings | | | Plus: Pension Service Costs Attributable to the Applicable Year | | | Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year | | | Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year | | | Plus: Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | | | Plus: Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year | | | Compensation Actually Paid | |
| 2023 | | | $ | | | $( | | | | | $( | | | $ | | | $ | | | $ | | | $ | | |
| 2022 | | | $ | | | | | | | $( | | | $ | | | $( | | | $( | | | $ | | ||
| 2021 | | | $ | | | | | | | $( | | | $ | | | $( | | | $( | | | $ | | ||
| 2020 | | | $ | | | $( | | | | | $( | | | $ | | | $( | | | $( | | | $( | |
(3) | The dollar amounts reported represent the average of the amounts reported for the Company’s Named Executive Officers (“NEOs”) as a group (excluding the CEO) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are David C. Burney, James S. Kramer, Michael C. Kuehn, James F. Mulato and Mark A. Peabody. The amounts reported |
(4) | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs as a group (excluding the CEO) during such fiscal years and are based on valuation assumptions required by the SEC, which may not reflect actual amounts realized at vesting or exercise (as applicable). The average total compensation for the NEOs as a group (excluding the CEO) for each year was adjusted using the same methodology described in footnote (2) to determine the average compensation actually paid. |
a. | The following table discloses the amounts deducted from and added to the average total compensation of our NEOs (excluding the CEO) in determining the average compensation actually paid to our NEOs (excluding the CEO) for each fiscal year shown in the pay versus performance table: |
| Year | | | Summary Compensation Total | | | Minus: Change in Pension Value and Non- Qualified Deferred Compensation Earnings | | | Plus: Pension Service Costs Attributable to the Applicable Year | | | Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year | | | Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year | | | Plus: Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | | | Plus: Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year | | | Average Compensation Actually Paid | |
| 2023 | | | $ | | | $( | | | $ | | | $( | | | $ | | | $ | | | $ | | | $ | |
| 2022 | | | $ | | | | | $ | | | $( | | | $ | | | $( | | | $( | | | $ | | |
| 2021 | | | $ | | | $( | | | $ | | | $( | | | $ | | | $( | | | $( | | | $ | |
| 2020 | | | $ | | | $( | | | $ | | | $( | | | $ | | | $( | | | $( | | | $ | |
(5) | Cumulative total shareholder return “TSR” is calculated using the volume-weighted average stock price starting December 31, 2019 through December 31 of the applicable fiscal year. |
(6) | Represents the peer group TSR using the volume-weighted average stock price starting December 31, 2019 through December 31 of the applicable fiscal year. The peer group used for this purpose is the S&P 500 Index. |
(7) | As required by Item 402(v) of Regulation S-K, the Company has determined that average annual Adjusted EBITDA as a percentage of average annual revenue over a three-year period is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise disclosed in the table) used to link compensation actually paid to the Company’s NEOs to company performance for the most recently completed fiscal year. “Adjusted EBITDA” is defined as the Company’s earnings before interest, taxes, depreciation, and amortization, adjusted for any extraordinary, unusual or nonrecurring events, including, but not limited to insurance proceeds, legal settlements, impairments or unique investments in R&D projects. |
| | |
| | |
| |
| Name | | | Grant Date(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Award: Number of Shares of Stock or Units | | | All Other Option Awards: Number of Underlying Options(3) | | | Exercise Price of Option Awards per Share | | | Grant Date Fair Value of Stock and Option Awards(4) | | ||||||
| Threshold(#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||
| Peter J. Gundermann | | | | | | | | | | | | | | | | | | ||||||||
| Options | | | December 7, 2023 | | | | | | | | | | | 83,900 | | | $15.15 | | | $800,406 | | ||||
| RSUs | | | February 23, 2023 | | | 10,163 | | | 13,550 | | | 15,583 | | | | | | | | | $200,405 | | |||
| Stock Bonus | | | December 7, 2023 | | | | | | | | | 20,093(5) | | | | | | | $385,213 | | |||||
| David C. Burney | | | | | | | | | | | | | | | | | | ||||||||
| Options | | | December 7, 2023 | | | | | | | | | | | 8,300 | | | $15.15 | | | $50,381 | | ||||
| RSUs | | | February 23, 2023 | | | 6,600 | | | 8,800 | | | 10,120 | | | | | | | | | $130,152 | | |||
| Stock Bonus | | | December 7, 2023 | | | | | | | | | 10,036(5) | | | | | | | $192,397 | | |||||
| James S. Kramer | | | | | | | | | | | | | | | | | | ||||||||
| Options | | | December 7, 2023 | | | | | | | | | | | 8,300 | | | $15.15 | | | $50,381 | | ||||
| RSUs | | | February 23, 2023 | | | 6,113 | | | 8,150 | | | 9,373 | | | | | | | | | $120,539 | | |||
| Stock Bonus | | | December 7, 2023 | | | | | | | | | 8,269(5) | | | | | | | $158,513 | | |||||
| Michael C. Kuehn | | | | | | | | | | | | | | | | | | ||||||||
| Options | | | December 7, 2023 | | | | | | | | | | | 8,300 | | | $15.15 | | | $50,381 | | ||||
| RSUs | | | February 23, 2023 | | | 8,625 | | | 11,500 | | | 13,225 | | | | | | | | | $170,085 | | |||
| Stock Bonus | | | December 7, 2023 | | | | | | | | | 10,434(5) | | | | | | | $200,014 | | |||||
| James F. Mulato | | | | | | | | | | | | | | | | | | ||||||||
| Options | | | December 7, 2023 | | | | | | | | | | | 8,300 | | | $15.15 | | | $50,381 | | ||||
| RSUs | | | February 23, 2023 | | | 8,625 | | | 11,500 | | | 13,225 | | | | | | | | | $170,085 | | |||
| Stock Bonus | | | December 7, 2023 | | | | | | | | | 9,837(5) | | | | | | | $188,582 | | |||||
| Mark A. Peabody | | | | | | | | | | | | | | | | | | ||||||||
| Options | | | December 7, 2023 | | | | | | | | | | | 8,300 | | | $15.15 | | | $50,381 | | ||||
| RSUs | | | February 23, 2023 | | | 8,138 | | | 10,850 | | | 12,478 | | | | | | | | | $160,472 | | |||
| Stock Bonus | | | December 7, 2023 | | | | | | | | | 13,580(5) | | | | | | | $260,322 | |
(1) | The grant date is the date the Compensation Committee of the Board of Directors meets to approve the awards. |
(2) | Represents the potential payout range related to performance-based RSUs awarded to NEOs, subject to achievement of performance targets. The RSUs are earned based upon the Company’s mathematical average annual Adjusted EBITDA as a percentage of the Company’s mathematical average annual revenue for the period beginning January 1, 2023 and ending December 31, 2025. Adjusted EBITDA is defined as the Company’s earnings before interest, taxes, depreciation, and amortization, adjusted by the Compensation Committee in its sole discretion for any extraordinary, unusual or nonrecurring events, including, but not limited to insurance proceeds, legal settlements, impairments or unique investments in research and development projects. The target number of RSUs will be issued if the average annual Adjusted EBITDA for the performance period is less than 15%, but at least equal to 10%, of the Company’s mathematical average annual revenue for the performance period. |
(3) | Represents the number of shares of Common Stock underlying options awarded to the Named Executive Officers on the grant date. The options vest at the rate of 33-1/3% per year commencing on December 7, 2023 and expire 10 years after the date of grant. |
(4) | Represents the full grant date fair value calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amounts that may be realized by the executive officers. Assumptions used to calculate these amounts are included in Note 16 of the audited financial statements in Form 10-K for the year ended December 31, 2023. |
(5) | The shares of Common Stock were issued on March 1, 2024. |
| | | Options(1) | | | Restricted Stock Units | | |||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units That Have Not Vested(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | |
| Peter J. Gundermann, President and Chief Executive Officer | | | 10,100 | | | — | | | $30.83 | | | 12/11/2024 | | | 350(3) | | | $6,097 | | | 12,275(4) | | | $213,831 | |
| 5,261 | | | — | | | $30.83 | | | 12/11/2024 | | | | | | | 14,750(5) | | | $256,945 | | |||||
| 13,700 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | 13,550(6) | | | $236,041 | | |||||
| 4,418 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | | | | |||||||
| 14,460 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 2,169 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 26,300 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 3,945 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 34,790 | | | — | | | $31.57 | | | 12/13/2028 | | | | | | | | | | |||||||
| 48,960 | | | 12,240 | | | $30.04 | | | 12/9/2029 | | | | | | | | | | |||||||
| 39,560 | | | 59,340 | | | $14.45 | | | 1/22/2031 | | | | | | | | | | |||||||
| 77,200 | | | 38,600 | | | $11.13 | | | 12/9/2031 | | | | | | | | | | |||||||
| 41,667 | | | 83,333 | | | $9.74 | | | 12/16/2032 | | | | | | | | | | |||||||
| — | | | 83,900 | | | $15.15 | | | 12/7/2033 | | | | | | | | | | |||||||
| David C. Burney, Executive Vice President - Finance, Chief Financial Officer and Treasurer | | | 3,150 | | | — | | | $30.83 | | | 12/11/2024 | | | 220(3) | | | $3,832 | | | 8,000(4) | | | $139,360 | |
| 1,641 | | | — | | | $30.83 | | | 12/11/2024 | | | | | | | 9,600(5) | | | $167,232 | | |||||
| 4,100 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | 8,800(6) | | | $153,296 | | |||||
| 1,322 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | | | | |||||||
| 4,370 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 656 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 6,350 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 953 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 8,410 | | | — | | | $31.57 | | | 12/13/2028 | | | | | | | | | | |||||||
| 10,880 | | | 2,720 | | | $30.04 | | | 12/9/2029 | | | | | | | | | | |||||||
| 8,100 | | | 12,150 | | | $14.45 | | | 1/22/2031 | | | | | | | | | | |||||||
| 16,333 | | | 8,167 | | | $11.13 | | | 12/9/2031 | | | | | | | | | | |||||||
| 8,900 | | | 17,800 | | | $9.74 | | | 12/16/2032 | | | | | | | | | | |||||||
| — | | | 8,300 | | | $15.15 | | | 12/7/2033 | | | | | | | | | | |||||||
| James S. Kramer, Executive Vice President | | | 2,720 | | | — | | | $30.83 | | | 12/11/2024 | | | 174(3) | | | $3,031 | | | 7,375(4) | | | $128,473 | |
| 1,417 | | | — | | | $30.83 | | | 12/11/2024 | | | | | | | 8,850(5) | | | $154,167 | | |||||
| 3,500 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | 8,150(6) | | | $141,973 | | |||||
| 1,129 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | | | | |||||||
| 3,670 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 551 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 5,340 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 801 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 7,060 | | | — | | | $31.57 | | | 12/13/2028 | | | | | | | | | | |||||||
| 10,880 | | | 2,720 | | | $30.04 | | | 12/9/2029 | | | | | | | | | | |||||||
| 8,100 | | | 12,150 | | | $14.45 | | | 1/22/2031 | | | | | | | | | | |||||||
| 16,333 | | | 8,167 | | | $11.13 | | | 12/9/2031 | | | | | | | | | | |||||||
| 8,900 | | | 17,800 | | | $9.74 | | | 12/16/2032 | | | | | | | | | | |||||||
| — | | | 8,300 | | | $15.15 | | | 12/7/2033 | | | | | | | | | |
| | | Options(1) | | | Restricted Stock Units | | |||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units That Have Not Vested(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | |
| Michael C. Kuehn, Executive Vice President | | | 8,050 | | | — | | | $35.61 | | | 12/12/2027 | | | 226(3) | | | $3,937 | | | 10,450(4) | | | $182,039 | |
| 1,208 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | 12,550(5) | | | $218,621 | | |||||
| 12,360 | | | — | | | $31.57 | | | 12/13/2028 | | | | | | | 11,500(6) | | | $200,330 | | |||||
| 14,520 | | | 3,630 | | | $30.04 | | | 12/9/2029 | | | | | | | | | | |||||||
| 10,800 | | | 16,200 | | | $14.45 | | | 1/22/2031 | | | | | | | | | | |||||||
| 21,800 | | | 10,900 | | | $11.13 | | | 12/9/2031 | | | | | | | | | | |||||||
| 11,867 | | | 23,733 | | | $9.74 | | | 12/16/2032 | | | | | | | | | | |||||||
| — | | | 8,300 | | | $15.15 | | | 12/7/2033 | | | | | | | | | | |||||||
| James F. Mulato, Executive Vice President | | | 2,400 | | | — | | | $34.75 | | | 3/31/2024 | | | 210(3) | | | $3,658 | | | 10,450(4) | | | $182,039 | |
| 1,980 | | | — | | | $34.75 | | | 3/31/2024 | | | | | | | 12,550(5) | | | $218,621 | | |||||
| 3,300 | | | — | | | $30.83 | | | 12/11/2024 | | | | | | | 11,500(6) | | | $200,330 | | |||||
| 1,719 | | | — | | | $30.83 | | | 12/11/2024 | | | | | | | | | | |||||||
| 4,300 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | | | | |||||||
| 1,387 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | | | | |||||||
| 6,560 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 984 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 7,950 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 1,193 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 11,570 | | | — | | | $31.57 | | | 12/13/2028 | | | | | | | | | | |||||||
| 14,520 | | | 3,630 | | | $30.04 | | | 12/9/2029 | | | | | | | | | | |||||||
| 10,800 | | | 16,200 | | | $14.45 | | | 1/22/2031 | | | | | | | | | | |||||||
| 21,800 | | | 10,900 | | | $11.13 | | | 12/9/2031 | | | | | | | | | | |||||||
| 11,867 | | | 23,733 | | | $9.74 | | | 12/16/2032 | | | | | | | | | | |||||||
| — | | | 8,300 | | | $15.15 | | | 12/7/2033 | | | | | | | | | | |||||||
| Mark A. Peabody, Executive Vice President | | | 3,470 | | | — | | | $30.83 | | | 12/11/2024 | | | 294(3) | | | $5,121 | | | 9,825(4) | | | $171,152 | |
| 1,807 | | | — | | | $30.83 | | | 12/11/2024 | | | | | | | 11,800(5) | | | $205,556 | | |||||
| 4,500 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | 10,850(6) | | | $189,007 | | |||||
| 1,451 | | | — | | | $27.72 | | | 12/3/2025 | | | | | | | | | | |||||||
| 4,820 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 723 | | | — | | | $31.76 | | | 12/14/2026 | | | | | | | | | | |||||||
| 7,010 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 1,052 | | | — | | | $35.61 | | | 12/12/2027 | | | | | | | | | | |||||||
| 9,280 | | | — | | | $31.57 | | | 12/13/2028 | | | | | | | | | | |||||||
| 10,880 | | | 2,720 | | | $30.04 | | | 12/9/2029 | | | | | | | | | | |||||||
| 8,100 | | | 12,150 | | | $14.45 | | | 1/22/2031 | | | | | | | | | | |||||||
| 16,333 | | | 8,167 | | | $11.13 | | | 12/9/2031 | | | | | | | | | | |||||||
| 8,900 | | | 17,800 | | | $9.74 | | | 12/16/2032 | | | | | | | | | | |||||||
| — | | | 8,300 | | | $15.15 | | | 12/7/2033 | | | | | | | | | |
(1) | Except for the options expiring December 9, 2031, December 16, 2032 and December 7, 2033, all other options vest in equal increments over five years and expire ten years from the date of grant. The options expiring December 9, 2031, December 16, 2032 and December 7, 2033 vest in equal increments over three years and expire ten years from the date of grant. |
(2) | Based on closing price of Common Stock of $17.42 on December 31, 2023. |
(3) | Reflects RSUs awarded in lieu of raises for 2021, which vest in equal increments over a three-year period. The amount reflected as of December 31, 2023 reflects the 1/3 of the original award that vested on February 26, 2024. |
(4) | Reflects performance-based RSUs to be earned at the target award level under the award agreements. The award earned will be determined based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2021 and ending December 31, 2023. All RSUs vested on February 26, 2024. |
(5) | Reflects performance-based RSUs to be earned at the target award level under the award agreements. The award earned will be determined based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2022 and ending December 31, 2024. |
(6) | Reflects performance-based RSUs to be earned at the target award level under the award agreements. The award earned will be determined based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2023 and ending December 31, 2025. |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of Shares Acquired on Exercise | | | Value Realized on Exercise | | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting | |
| Peter J. Gundermann, President and Chief Executive Officer | | | — | | | — | | | 7,982 | | | $115,500(1) | |
| | | | | 20,093 | | | $385,213(2) | | |||||
| David C. Burney, Executive Vice President- Finance, Chief Financial Officer and Treasurer | | | — | | | — | | | 5,188 | | | $75,070(1) | |
| | | | | 10,036 | | | $192,397(2) | | |||||
| James S. Kramer, Executive Vice President | | | — | | | — | | | 4,750 | | | $68,733(1) | |
| | | | | 8,269 | | | $158,513(2) | | |||||
| Michael C. Kuehn, Executive Vice President | | | — | | | — | | | 6,715 | | | $97,166(1) | |
| | | | | 10,434 | | | $200,014(2) | | |||||
| James F. Mulato, Executive Vice President | | | — | | | — | | | 6,698 | | | $96,920(1) | |
| | | | | 9,837 | | | $188,582(2) | | |||||
| Mark A. Peabody, Executive Vice President | | | — | | | — | | | 5,265 | | | $76,185(1) | |
| | | | | 13,580 | | | $260,322(2) | |
(1) | Reflects shares of Common Stock issued in settlement of RSUs on March 8, 2023 at a price of $14.47 per share. |
(2) | Reflects gross shares of Common Stock issued in settlement of stock bonuses on March 1, 2024 at a price of $19.17 per share. Shares of Common Stock were withheld to satisfy applicable withholding tax upon the grant of the stock bonus award in the amount of 5,041 shares for Mr. Gundermann, 5,364 shares for Mr. Burney, 3,210 shares for Mr. Kramer, 3,360 shares for Mr. Kuehn, 2,640 shares for Mr. Mulato and 4,892 shares for Mr. Peabody, resulting in a net issuance of 15,052 shares to Mr. Gundermann, 4,672 shares to Mr. Burney, 5,059 shares to Mr. Kramer, 7,074 shares to Mr. Kuehn, 7,197 shares to Mr. Mulato and 8,688 shares to Mr. Peabody. |
| Name | | | Plan Name | | | Number of Years Credited Service | | | Present Value of Accumulated Benefit ($) | | | Payment During Last Fiscal Year ($) | |
| Peter J. Gundermann, President and Chief Executive Officer | | | Astronics Corporation Supplemental Retirement Plan (SERP) | | | 36 | | | $8,368,693 | | | — | |
| | | SERP-Retiree Medical, Dental and Long-Term Care | | | 36 | | | $ 346,271 | | | — | | |
| David C. Burney, Executive Vice President- Finance, Chief Financial Officer and Treasurer | | | Astronics Corporation Supplemental Retirement Plan II (SERP II) | | | 27 | | | $4,043,920 | | | — | |
| | | | | | | | | | |||||
| James S. Kramer, Executive Vice President | | | Astronics Corporation Supplemental Retirement Plan II (SERP II) | | | 35 | | | $2,614,637 | | | — | |
| | | | | | | | | | |||||
| Michael C. Kuehn, Executive Vice President | | | | | | | — | | | — | | ||
| | | | | | | | | | |||||
| James F. Mulato, Executive Vice President | | | | | | | — | | | — | | ||
| | | | | | | | | | |||||
| Mark A. Peabody, Executive Vice President | | | Astronics Corporation Supplemental Retirement Plan II (SERP II) | | | 18 | | | $4,731,632 | | | — | |
| | | Years of Service | | |||||||||||||
| Three Year Average Cash Compensation | | | 10 | | | 15 | | | 20 | | | 25 | | | 30 | |
| 500,000 | | | 250,000 | | | 275,000 | | | 300,000 | | | 325,000 | | | 325,000 | |
| 700,000 | | | 350,000 | | | 385,000 | | | 420,000 | | | 455,000 | | | 455,000 | |
| 900,000 | | | 450,000 | | | 495,000 | | | 540,000 | | | 585,000 | | | 585,000 | |
| 1,100,000 | | | 550,000 | | | 605,000 | | | 660,000 | | | 715,000 | | | 715,000 | |
| 1,300,000 | | | 650,000 | | | 715,000 | | | 780,000 | | | 845,000 | | | 845,000 | |
| | | Years of Service | | |||||||||||||
| Three Year Average Cash Compensation | | | 10 | | | 15 | | | 20 | | | 25 | | | 30 | |
| 300,000 | | | 105,000 | | | 120,000 | | | 135,000 | | | 150,000 | | | 150,000 | |
| 400,000 | | | 140,000 | | | 160,000 | | | 180,000 | | | 200,000 | | | 200,000 | |
| 450,000 | | | 157,500 | | | 180,000 | | | 202,500 | | | 225,000 | | | 225,000 | |
| 500,000 | | | 175,000 | | | 200,000 | | | 225,000 | | | 250,000 | | | 250,000 | |
| 600,000 | | | 210,000 | | | 240,000 | | | 270,000 | | | 300,000 | | | 300,000 | |
| 700,000 | | | 245,000 | | | 280,000 | | | 315,000 | | | 350,000 | | | 350,000 | |
| 800,000 | | | 280,000 | | | 320,000 | | | 360,000 | | | 400,000 | | | 400,000 | |
| Name | | | Type of Payment | | | Death | | | Disability | | | Involuntary Termination | | | Termination on Change of Control | | | 409A Change in Control Event | | | Termination on 409A Change in Control Event | |
| Peter J. Gundermann | | | Salary Continuation(1) | | | — | | | — | | | — | | | $1,212,524 | | | — | | | $1,212,524 | |
| Insurance Coverage(2) | | | — | | | — | | | — | | | $51,000 | | | — | | | $51,000 | | |||
| Club Membership(3) | | | — | | | — | | | — | | | — | | | — | | | | ||||
| Automobile | | | — | | | — | | | — | | | $39,600 | | | — | | | $39,600 | | |||
| Vesting of Equity Awards(4) | | | — | | | — | | | — | | | $2,172,568 | | | — | | | | ||||
| SERP Benefit(5) | | | $7,313,000 | | | $10,587,000 | | | $7,488,000 | | | $8,406,000 | | | — | | | — | | |||
| Total | | | $7,313,000 | | | $10,587,000 | | | $7,488,000 | | | $11,881,692 | | | — | | | $1,303,124 | | |||
| David C. Burney | | | Salary Continuation(1) | | | — | | | — | | | — | | | $377,204 | | | — | | | $377,204 | |
| Insurance Coverage(2) | | | — | | | — | | | — | | | $18,000 | | | — | | | $18,000 | | |||
| Club Membership(3) | | | — | | | — | | | — | | | $10,609 | | | — | | | $10,609 | | |||
| Automobile | | | — | | | — | | | — | | | $6,500 | | | — | | | $6,500 | | |||
| Vesting of Equity Awards(4) | | | — | | | — | | | — | | | $438,145 | | | — | | | — | | |||
| SERP Benefit(5) | | | $3,583,000 | | | $4,873,000 | | | $3,756,000 | | | $3,996,000 | | | $4,261,000 | | | $4,261,000 | | |||
| Total | | | $3,583,000 | | | $4,873,000 | | | $3,756,000 | | | $4,846,457 | | | $4,261,000 | | | $4,673,313 | |
| Name | | | Type of Payment | | | Death | | | Disability | | | Involuntary Termination | | | Termination on Change of Control | | | 409A Change in Control Event | | | Termination on 409A Change in Control Event | |
| James S. Kramer | | | Salary Continuation(1) | | | — | | | — | | | — | | | $310,772 | | | — | | | $310,772 | |
| Insurance Coverage(2) | | | — | | | — | | | — | | | $18,000 | | | — | | | $18,000 | | |||
| Club Membership(3) | | | — | | | — | | | — | | | $10,696 | | | — | | | $10,696 | | |||
| Automobile | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Vesting of Equity Awards(4) | | | — | | | — | | | — | | | $438,145 | | | — | | | — | | |||
| SERP Benefit(5) | | | — | | | $3,625,000 | | | $2,284,000 | | | $2,538,000 | | | $3,241,000 | | | $3,241,000 | | |||
| Total | | | — | | | $3,625,000 | | | $2,284,000 | | | $3,315,613 | | | $3,241,000 | | | $3,580,468 | | |||
| Mark A. Peabody | | | Salary Continuation(1) | | | — | | | — | | | — | | | $510,261 | | | — | | | $510,261 | |
| Insurance Coverage(2) | | | — | | | — | | | — | | | $31,000 | | | — | | | $31,000 | | |||
| Club Membership(3) | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Automobile | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Vesting of Equity Awards(4) | | | — | | | — | | | — | | | $438,145 | | | — | | | — | | |||
| SERP Benefit | | | $4,713,000 | | | $5,022,000 | | | $5,033,000 | | | $5,033,000 | | | $4,384,000 | | | $4,384,000 | | |||
| Total | | | $4,713,000 | | | $5,022,000 | | | $5,033,000 | | | $6,012,406 | | | $4,384,000 | | | $4,925,261 | |
(1) | Salary continuation under a termination on a change of control would be two years for Mr. Gundermann and one year for each of Messrs. Burney, Kramer and Peabody. |
(2) | For purposes of determining premiums for medical, life and disability coverage, the premiums paid in fiscal year 2023 are reflected. |
(3) | For purposes of determining other perquisites, the amount paid in 2023 for club dues and auto expenses are reflected. |
(4) | This is the value of outstanding, unvested stock options at December 31, 2023. The value was determined using December 31, 2023 Common Stock market price. |
(5) | Pursuant to the terms of SERP and SERP II, participants become vested in and eligible for benefits in the event of a participant’s death or termination of employment due to Disability, and those participants with at least 10 years of service will become vested in and eligible for benefits in the event of an involuntary termination without cause and a termination on Change of Control. Participants in SERP II become vested in and eligible for benefits in the event of a 409A Change in Control Event. The SERP does not provide for vesting upon a 409A Change in Control Event. All amounts represent the actuarially estimated present value of future benefits, SERP II benefits upon a 409A Change in Control Event are payable in a lump sum. All other SERP and SERP II benefits are payable in equal monthly installments over the life of the executive or the life of the surviving spouse. |
| Plan Category | | | Number of Securities to be Issued upon Exercise of Outstanding Options Warrants and Rights (a) | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Right (b)(1) | | | Number of Securities Remaining for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | |
| Equity compensation plan approved by security holders | | | 2,305,622(2) | | | $18.60 | | | 1,419,275 | |
| | | | | | | | ||||
| Equity compensation plans approved by security holders | | | — | | | — | | | — | |
| Total | | | 2,305,622 | | | $18.60 | | | 1,419,275 | |
(1) | The weighted average exercise price is calculated based solely on the exercise price of outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. |
(2) | This number includes 653,660 shares subject to outstanding RSU awards, with the number of outstanding performance-based RSUs calculated at 100% of the target number of shares subject to each award. |
| | | Shares of Common Stock | | | Shares of Class B Stock | | |||||||
| Name and Address of Owner(1) | | | Number | | | Percentage | | | Number | | | Percentage | |
| Robert T. Brady(2) | | | 89,668 | | | * | | | 180,779 | | | 3.0% | |
| David C. Burney(3) | | | 133,792 | | | * | | | 196,405 | | | 3.3% | |
| Jeffry D. Frisby(4) | | | 45,222 | | | * | | | 1,200 | | | * | |
| Peter J. Gundermann(5) | | | 399,728 | | | 1.4% | | | 759,286 | | | 12.7% | |
| Warren C. Johnson(4) | | | 43,822 | | | * | | | 1,200 | | | * | |
| Robert S. Keane(6) | | | 74,799 | | | * | | | 655,085 | | | 11.0% | |
| Neil Kim(4) | | | 38,122 | | | * | | | 1,200 | | | * | |
| James S. Kramer(7) | | | 140,951 | | | * | | | 406,998 | | | 6.8% | |
| Michael C. Kuehn(8) | | | 104,409 | | | * | | | 1,208 | | | * | |
| Mark Moran | | | 30,122 | | | * | | | — | | | — | |
| James F. Mulato(9) | | | 134,442 | | | * | | | 8,490 | | | * | |
| Mark A. Peabody(10) | | | 121,529 | | | * | | | 195,527 | | | 3.3% | |
| Linda G. O’Brien(11) | | | 8,638 | | | * | | | — | | | — | |
| All directors and executive officer as a group (13 person)(12) | | | 1,365,244 | | | 4.8% | | | 2,407,378 | | | 40.4% | |
| Next Century Growth Investors, LLC(13) Two Carlson Parkway, Suite 125 Plymouth, MN 55447 | | | 2,222,747 | | | 7.95% | | | — | | | — | |
| BlackRock, Inc.(14) 50 Hudson Yards New York, NY 10001 | | | 1,931,913 | | | 6.90% | | | — | | | — | |
| 325 Capital LLC(15) 757 Third Avenue, 20th Floor New York, NY 10017 | | | 1,690,037 | | | 6.60% | | | — | | | — | |
| Patricia Dowden(16) 4 Goddu Ave Winchester, MA 01890 | | | — | | | — | | | 450,481 | | | 6.40% | |
| Bares Capital Management, Inc.(17) 12600 Hill Country Blvd, Suite R-230 Austin, TX 78738 | | | 1,538,107 | | | 5.95% | | | — | | | — | |
| The Vanguard Group(18) 100 Vanguard Blvd. Malvern, PA 19355 | | | 1,424,677 | | | 5.10% | | | — | | | — | |
(1) | The address for all directors and officers listed is: 130 Commerce Way, East Aurora, New York 14052. |
(2) | Includes 17,000 shares of Common Stock and 5,703 shares of Class B Stock subject to options exercisable within 60 days. Includes 120,000 shares of Class B Stock pledged as security on a secured line of credit at M&T Bank. There are no amounts currently drawn on the line of credit. |
(3) | Includes 74,391 shares of Common Stock and 4,572 shares of Class B Stock subject to options exercisable within 60 days. |
(4) | Includes 8,000 shares of Common Stock and 1,200 shares of Class B stock subject to options exercisable within 60 days. |
(5) | Includes 325,328 shares of Common Stock and 15,793 shares of Class B Stock subject to options exercisable within 60 days. |
(6) | Mr. Keane does not have any options to purchase shares of Common Stock or Class B Stock in his name individually. Includes 11,058 shares of Common Stock and 448,199 shares of Class B Stock held by Boston & Saranac LLC, which is 100% owned by a trust whose beneficiaries are Mr. Keane and his spouse. Includes 37,700 shares of Common Stock and 206,886 shares of Class B Stock held by the EAK & KRK Trust U/A/D 10-15-97 FBO Elizabeth A. Keane. Mr. Keane’s proportionate interest in the trust is below 25%. |
(7) | Includes 70,301 shares of Common Stock and 3,898 shares of Class B Stock subject to options exercisable within 60 days. Includes 35,555 shares of Common Stock and 279,758 shares of Class B Stock held by Mr. Kramer as executor for the estate of his wife, Leslie Kramer. |
(8) | Includes 84,460 shares of Common Stock and 1,208 shares of Class B Stock subject to options exercisable within 60 days. |
(9) | Includes 100,130 shares of Common Stock and 7,263 shares of Class B Stock subject to options exercisable within 60 days, and 100 shares of Common Stock and 32 shares of Class B Stock owned by Mr. Mulato’s spouse. |
(10) | Includes 77,091 shares of Common Stock and 5,033 shares of Class B Stock subject to options exercisable within 60 days. |
(11) | Includes 1,200 shares of Common Stock owned by Ms. O’Brien’s spouse. |
(12) | Includes 772,701 shares of Common Stock and 47,070 shares of Class B Stock subject to options exercisable within 60 days. |
(13) | Next Century Growth Investors, LLC, Thomas L. Press and Robert E. Scott report having sole voting power for 2,222,747 shares of Common Stock, no shared voting power, sole dispositive power for 2,222,747 shares of Common Stock and no shared dispositive power. The beneficial ownership information is based solely upon Amendment No. 2 to Schedule 13G filed with the SEC on February 13, 2024. |
(14) | BlackRock, Inc. reports having sole voting power for 1,870,792 shares of Common Stock, no shared voting power, sole dispositive power for 1,931,913 shares of Common Stock and no shared dispositive power. The beneficial ownership information is based solely upon Amendment No. 15 to Schedule 13G filed with the SEC on January 26, 2024. |
(15) | 325 Capital Master Fund LP reports that 325 Capital LLC, Michael Braner, Daniel Friedburg and Anil Shrivastava have shared voting power and shared dispositive power for 1,690,037 shares of Common Stock and no sole voting power or sole dispositive power. The beneficial ownership is based solely upon Schedule 13D/A filed with the SEC on October 5, 2022. |
(16) | Patricia Dowden is the sister of Mr. Keane. Ms. Dowden reports having sole voting power and sole dispositive power for 450,481 shares of Class B Stock and no shared voting power. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on August 25, 2020. Includes 448,200 shares of Class B Stock held by Delphinium LLC, a Delaware limited liability company, of which Ms. Dowden serves as the managing member, and 2,281 shares of Class B Stock held in trust for the benefit of Ms. Dowden. |
(17) | Bares Capital Management, Inc. reports that it and Brian Bares have no sole voting power, shared voting power for 1,538,107 shares of Common Stock, no sole dispositive power and shared dispositive power for 1,538,107 shares of Common Stock. The beneficial ownership is based solely upon Schedule 13G filed with the SEC on February 14, 2023. |
(18) | The Vanguard Group reports having no sole voting power, shared voting power for 19,784 shares of Common Stock, sole dispositive power for 1,382,535 shares of Common Stock and shared dispositive power for 42,142 shares of Common Stock. The Vanguard Group reports that The Vanguard Group Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in their Schedule 13G. The beneficial ownership information is based solely upon Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2024. |