DEF 14A of Astronics Corp
Filed Apr 17, 2026 · FY20250001140361-26-015301
A LETTER FROM THE CHAIRMAN AND CEO
| NON-QUALIFIED DEFERRED COMPENSATION | 52 | | OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS | 52 | | EQUITY COMPENSATION PLAN INFORMATION | 56 | | PROPOSAL 4: APPROVAL OF THE ASTRONICS CORPORATION 2026 LONG TERM INCENTIVE PLAN | 57 | | PLAN HIGHLIGHTS | 58 | | CONSIDERATIONS FOR THE APPROVAL OF THE PLAN | 58 | | 2026 LTIP OVERVIEW | 61 | | PROPOSAL 5: APPROVAL OF THE ASTRONICS CORPORATION 2026 EMPLOYEE STOCK PURCHASE PLAN | 70 | | ADDITIONAL INFORMATION | 76 | | PRINCIPAL SHAREHOLDERS | 76 | | VOTING YOUR SHARES | 78 | | PROXIES AND VOTE TABULATION PROCEDURES | 78 | | SHAREHOLDERS ENTITLED TO VOTE | 79 | | QUORUM; REQUIRED VOTE | 79 | | PROXY SOLICITATION | 80 | | ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K | 80 | | PROPOSALS OF SHAREHOLDERS FOR THE 2027 ANNUAL MEETING | 80 | | DELINQUENT SECTION 16(A) REPORTS | 81 | | OTHER MATTERS | 81 | | EXHIBIT A: ASTRONICS CORPORATION 2026 LONG TERM INCENTIVE PLAN | A-1 | | EXHIBIT B: ASTRONICS CORPORATION 2026 EMPLOYEE STOCK PURCHASE PLAN | B-1 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
| | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR TO SERVE FOR A ONE YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF SHAREHOLDERS |
PROPOSAL 1: ELECTION OF DIRECTORS
Astronics Corporation’s By-Laws, as amended, provide that the Board of Directors shall be composed of not less than three nor more than nine persons, as determined by the Board of Directors. Currently, our Board includes nine members, each of whom is elected at each annual meeting of shareholders and who serve for a term of one year or until his or her successor is duly elected and qualified. Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Robert T. Brady, Jeffry D. Frisby, Peter J. Gundermann, Warren C. Johnson, Robert S. Keane, Neil Y. Kim, Mark Moran, Linda G. O’Brien and Fay West, each of whom has been previously elected by Astronics Corporation shareholders at the 2025 Annual Meeting of Shareholders. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board of Directors shall nominate. The Board of Directors has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office.
PROPOSAL 1: ELECTION OF DIRECTORS
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DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Robert T. Brady, 85 | | Lead Independent Director; Audit (Chair) and Sustainability Committees; Director since 1990 | | EXPERIENCE | | • Chairman of the Board of Moog Inc. (NYSE: MOG.A and MOG.B) from 1996 until his retirement in 2014. | | • Moog is a designer and manufacturer of high-performance motion and control systems for use in aerospace, defense, industrial and medical markets. | | • Chief Executive Officer of Moog from 1988 to 2011. | | • Director of Moog from 1984 until 2014. | | • Prior to joining Moog in 1966, Mr. Brady served as an officer in the U.S. Navy. | | • Mr. Brady received his B.S. in Mechanical Engineering from the Massachusetts Institute of Technology and his M.B.A. from Harvard Business School. | | OTHER PUBLIC BOARD MEMBERSHIP | | Director, M&T Bank Corporation (1994 to 2025) | | SKILLS & QUALIFICATIONS | | Mr. Brady’s past experience as Chairman of Moog and as director of other public companies provides Astronics Corporation with valuable insight into governance trends and metrics. Similarly, Mr. Brady’s experience as the former CEO of Moog has provided him with extensive management experience within the same industry as Astronics Corporation. His institutional knowledge of the aerospace and defense industry provides helpful context in creating the Company’s long-term strategy. In addition, we believe his financial qualifications and ongoing education make him a strong asset to the Audit Committee. We believe these skills and qualifications make Mr. Brady well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
| Jeffry D. Frisby, 70 | | Director; Sustainability (Chair) and Audit Committees; Director since 2016 | | EXPERIENCE | | • Executive Chairman of PCX Aerostructures, LLC from September 2021 to December 2025. | | ○ PCX Aerostructures LLC is a supplier of flight critical mechanical systems and assemblies, including rotor heads, landing gear and external fuel tanks for aircraft. | | • President and Chief Executive Officer of PCX Aerostructures, LLC from April 2017 until September 2021. | | • Director and Chief Executive Officer of Triumph Group, Inc. from 2012 to April 2015. | | ○ Triumph is a group of companies that design, engineer and manufacture a wide range of proprietary and build-to-print components, assemblies and systems for the global aerospace original equipment manufacturers. | | • President of Triumph Group, Inc. from July 2009 until April 2015 as well as Chief Operating Officer from July 2009 to July 2012. | | • Group President of Triumph Aerospace Systems Group from April 2003 to July 2009. | | • Mr. Frisby also held a variety of other positions within the predecessor group company, Frisby Aerospace, Inc. | | • Mr. Frisby holds a B.S. in Business from Wake Forest University, Calloway School of Business. | | OTHER PUBLIC BOARD MEMBERSHIP | | Director, Quaker Chemical Corporation (2006 to present) |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| SKILLS & QUALIFICATIONS | | Mr. Frisby brings significant aerospace experience spanning over 40 years, in addition to deep executive leadership, mergers and acquisitions and manufacturing expertise from his service as President and CEO of PCX Aerostructures as well as at Triumph Group, Inc. Other skills include accounting/finance, financial reporting, industrial marketing, organizational development, global organizations, strategic planning and corporate development. Mr. Frisby brings complementary experience in corporate governance, audit and compensation through his service on the boards of other public and private companies. We believe these skills and qualifications make Mr. Frisby well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
| Peter J. Gundermann, 63 | | Chairman of the Board, Director, President and Chief Executive Officer of the Company; Director since 2001 | | EXPERIENCE | | • Director of Astronics since 2001 and named Chairman of the Board in June 2019. | | • President and Chief Executive Officer of the Company since 2003. | | • Served as the President of Astronics’ Aerospace and Defense subsidiaries from 1991 until 2003. | | • Joined Astronics in 1988. | | • Mr. Gundermann holds a B.A. in Applied Mathematics and Economics from Brown University and earned an M.B.A. from Duke University. | | OTHER PUBLIC BOARD MEMBERSHIP | | Director, Moog Inc. (2009 to present) | | SKILLS & QUALIFICATIONS | | Mr. Gundermann brings his deep institutional knowledge of the aerospace industry and of Astronics Corporation based on his tenure with the Company of more than 35 years. During this time, he has gained experience in the areas of mergers and acquisitions, finance and accounting, manufacturing and logistics, strategy, product development, customer management, and public company processes. We believe these skills and qualifications make Mr. Gundermann well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
| Warren C. Johnson, 66 | | Director, Nominating/Governance and Sustainability Committees; Director since 2016 | | EXPERIENCE | | • President of Moog Aircraft Group for Moog from 2007 until retirement in 2016. | | • Vice President and General Manager of Moog’s Aircraft Group from 1999 to 2007 and prior to that served as Chief Engineer and Military Aircraft Product Line Manager of the Moog Aircraft Group. | | • Mr. Johnson holds a B.S. and M.S. in Mechanical Engineering from The Ohio State University. In 2004, Mr. Johnson completed a Sloan Fellows M.B.A. at the Massachusetts Institute of Technology. | | SKILLS & QUALIFICATIONS | | Mr. Johnson brings noteworthy aerospace experience from his 33-year career at Moog Inc., including leading Moog’s efforts to streamline aerospace product development cycle time and lean activities. His experience includes global operations as well as evaluating and integrating acquisition candidates. We believe these skills and qualifications make Mr. Johnson well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| Robert S. Keane, 63 | | Director, Compensation and Nominating/Governance Committees; Director since 2019 | | EXPERIENCE | | • President Chief Executive Officer and Chairman of Cimpress plc (Nasdaq GS: CMPR) (“Cimpress”) since he founded Cimpress in January 1995. | | • Executive at Flex-Key Corporation, a former subsidiary of Astronics Corporation from 1988 to 1994. | | • Mr. Keane earned his B.A. in Economics from Harvard College and his M.B.A. from INSEAD (France). | | OTHER PUBLIC BOARD MEMBERSHIP | | Chairman, Cimpress plc (1995 to present) | | SKILLS & QUALIFICATIONS | | Mr. Keane has extensive experience leading complex, global operations. He has a strong track record of growing successful companies both organically and by acquisition and is very experienced with public company processes. His previous experience with Astronics early in his career gives him a unique insight into the history and culture of the Company. We believe these skills and qualifications make Mr. Keane well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
| Neil Y. Kim, 67 | | Director, Compensation (Chair) and Audit Committees; Director since 2016 | | EXPERIENCE | | • Chief Technology Officer and Executive Vice President of Marvell Technology Group Ltd. (Nasdaq GS: MRVL) from April 2017 until his retirement in May 2019. | | • Executive Vice President of Operations and Central Engineering of Broadcom Corporation (“Broadcom”) from 2000- 2016. | | • Prior to Broadcom, Mr. Kim held a variety of senior management and technical research and development engineering positions with Western Digital Corporation. | | • Mr. Kim is named as an inventor on 33 patents. | | • Mr. Kim received a B.S. in Electrical Engineering and Computer Science from the University of California, Berkeley. | | SKILLS & QUALIFICATIONS | | Mr. Kim brings deep expertise in global operations, supply chain and manufacturing, as well as executive leadership. In addition to his public and private company Board experience, Mr. Kim has significant experience working for and with global organizations and in identifying, executing and integrating acquisitions. We believe these skills and qualifications make Mr. Kim well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| Mark Moran, 70 | | Director, Nominating/Governance (Chair) and Compensation Committees; Director since 2018 | | EXPERIENCE | | • Chief Operations Officer of Continental Airlines prior to his retirement in 2012. | | • Mr. Moran spent 17 years with Continental prior to its acquisition by United Airlines. During his tenure, which included eight years as the head of Operations, Continental grew to the fifth largest U.S. airline with 2,600 daily flights to over 260 airports. | | • Since his retirement from Continental, Mr. Moran has served as an independent aviation consultant to several multinational OEMs and Tier 1 suppliers to OEMs. | | • Prior to Continental, Mr. Moran served ten years with USAir/Piedmont, and before that, five years with Boeing Corporation. | | • Mr. Moran is a graduate of Marquette University, where he earned a B.S. in Engineering. | | SKILLS & QUALIFICATIONS | | Mr. Moran brings strong aerospace experience to the Board due to his career in the commercial airline industry. His perspective as a customer is a unique contribution to our deliberations. The Company is increasingly involved with promoting its products directly to operators, and his in-depth knowledge of airline operations and priorities complements the perspectives of others on the Board. We believe these skills and qualifications make Mr. Moran well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
| Linda G. O’Brien, 62 | | Director, Compensation and Nominating/Governance Committees; Director since 2023 | | EXPERIENCE | | • Vice President and Chief Engineer-Aeronautics of Lockheed Martin Aeronautics since September 2021. | | • Ms. O’Brien was originally employed by Lockheed/General Dynamics from 1986 to 2006, rejoining Lockheed Martin Aeronautics in 2016. | | • At Lockheed, Ms. O’Brien held a variety of positions before assuming her current role, including Program Management Director and Deputy Vice President of ISR and Unmanned Systems (June 2019 to September 2021), Engineering Director-Deputy to the Vice President of Engineering and Technology (February 2018 to May 2019) and Engineering Director-Chief Engineer of Advanced Pilot Training (April 2016 to February 2018). | | • Prior to Lockheed, Ms. O’Brien was a Senior Program Manager at Sikorsky Aircraft Company and Director of Commercial Programs for Bell Helicopter Textron. | | • Ms. O’Brien holds a B.S. in Mechanical Engineering from the University of Tennessee, a M.S. in Mechanical Engineering from Southern Methodist University and an M.B.A. from Texas Christian University. | | SKILLS & QUALIFICATIONS | | Ms. O’Brien brings over 35 years of strong technical and aerospace industry experience to the Board. Her perspective as an engineer is a unique contribution to our deliberations and complements the perspectives of others on the Board. We believe these skills and qualifications make Ms. O’Brien well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| Fay West, 57 | | Director; Audit and Sustainability Committees; Director since 2025 | | EXPERIENCE | | • Senior Vice President and Chief Financial Officer of Tennant Company (NYSE: TNC) (“Tennant”) since April 2021. | | • Tennant is a publicly traded company focusing on manual and autonomous mechanized cleaning equipment. | | • Prior to joining Tennant, Ms. West served as Senior Vice President and Chief Financial Officer of SunCoke Energy, Inc. from October 2014 until April 2021. | | • Ms. West previously held various financial and leadership positions within the SunCoke organization. | | • Prior to joining SunCoke, Ms. West was Assistant Controller at United Continental Holdings, Inc., an airline holding company, from April 2010 to January 2011. | | • Ms. West is a former certified public accountant and holds a bachelor’s degree in Accounting from DePaul University. | | OTHER PUBLIC BOARD MEMBERSHIP | | Director, Quaker Chemical Corporation (2016 to present) | | SKILLS & QUALIFICATIONS | | Ms. West has extensive experience in accounting, financial reporting, risk assessment and mergers, acquisitions and divestitures. We believe her perspective as a CFO of a public company provides valuable expertise and perspective as the Company continues to drive growth and innovation in the aerospace industry. We believe these skills and qualifications make Ms. West well-qualified to serve on our Board of Directors. |
DIRECTOR NOMINEES
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR TO SERVE FOR A ONE YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF SHAREHOLDERS |
DIRECTOR NOMINEES
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Compensation of Directors
Compensation of Directors
Compensation of Directors
| Name | Fees Earned or Paid in Cash | Restricted Stock Unit Awards(4) | Total | | Robert T. Brady(1) | $100,000 | $120,010 | $220,010 | | Jeffry D. Frisby(1) | $100,000 | $120,010 | $220,010 | | Peter J. Gundermann(2) | — | — | — | | Warren C. Johnson(1) | $100,000 | $120,010 | $220,010 | | Robert S. Keane(1) | $100,000 | $120,010 | $220,010 | | Neil Kim(1) | $100,000 | $120,010 | $220,010 | | Mark Moran(1) | $100,000 | $120,010 | $220,010 | | Linda O’Brien(1) | $100,000 | $120,010 | $220,010 | | Fay West(1),(3) | $89,000 | $120,010 | $209,010 |
Compensation of Directors
| (1) In 2025, each non-employee director was awarded 6,055 restricted stock units under the Amended and Restated 2017 Long Term Incentive Plan, as further amended (“2017 LTIP”). Each restricted stock unit represents the right to receive, at settlement, one share of Common Stock. The restricted stock units issued to each non-management director vested in full six months from the grant date on August 27, 2025, on which date Ms. O’Brien, Ms. West and each of Messrs. Brady, Frisby, Johnson, Keane, Kim and Moran were issued 6,055 shares of Common Stock. At December 31, 2025, Messrs. Brady, Frisby, Johnson and Kim had options to purchase 12,000; 8,000; 8,000 and 8,000 shares of Common Stock, respectively, and 2,490; 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, 2025, Mr. Keane, Mr. Moran, Ms. O’Brien and Ms. West did not have any options to purchase shares of Common Stock or Class B Stock. |
Compensation of Directors
| (2) Mr. Gundermann receives no separate compensation for his service as a director of the Company. |
Compensation of Directors
| (3) Ms. West joined the Board in February 2025. Her cash compensation was prorated from the time she joined the Board. |
Compensation of Directors
| (4) The total fair value of the award is determined under generally accepted accounting principles as 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 the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. The amounts do not reflect the actual amounts realized by the director. |
Overview of Key Elements of Our Compensation Program
| Pay Element | Form/Period | Key Features | | Base Salary | Cash (fixed) Annual | • Fixed portion of annual cash pay meant to compensate for day-to-day performance. • Reviewed annually with salary changes based on executive and Company performance, market levels of pay, level of responsibilities, and executive experience. | | Annual Bonus | Cash (variable) Annual | • Performance-driven pay intended to reward officers for achieving financial, strategic and operational success. • Key factors considered include profitability, multi-year sales growth, individual performance, and external market comparisons. | | Long-Term Incentives | Equity (variable) | | | | Stock Options 3-Year Ratable Vesting | • Creates long-term incentives to maximize future performance of the Company. • Promotes long-term retention. | | | PSUs 3-Year Cliff Vesting | • Focuses executives on improvements in key value drivers for the business. • Rewards executives for achievement of average annual Adjusted EBITDA targets. |
Annual Bonus
Annual Bonus The Compensation Committee has the authority to award discretionary annual incentive bonuses to the Company’s executive officers. Annual incentive bonuses are intended to compensate officers for achieving financial, strategic and operational success. Bonuses are not tied to specific, objective targets such as achieving a particular profit level. The Compensation Committee considers a number of factors in determining bonuses. Factors considered include profitability, sales growth over the most recent two- or three-year period, the performance of the individual in the view of the Compensation Committee, comparisons to external broad-based compensation of similar size and industry and available information with respect to the aerospace and defense industry. Bonuses are not capped at any specific dollar amount. Bonuses are reviewed and approved by the Compensation Committee. In appropriate circumstances, the Compensation Committee considers the recommendations of the Company’s Chief Executive Officer for executive officers other than himself. For 2025, bonus amounts were determined with reference to the average annual sales growth of the Company over the most recent three-year period.
Long-Term Equity Incentives
Long-Term Equity Incentives The Company believes that long-term performance is achieved through an ownership culture that incentivizes its executive officers through the use of stock-based awards. The Company’s 2017 LTIP was established to provide certain of the Company’s employees, including its executive officers, with incentives to help align those employees’ interests with the long-term interests of the Company’s shareholders. The Compensation Committee believes that the use of stock-based awards is an important element of achieving its compensation goals. The Company’s broad-based Employee Stock Purchase Plan, its prior stock option plans, and the 2017 LTIP have provided the principal methods for its executive officers to acquire equity or equity-linked interests in the Company. The adoption of the 2026 LTIP and the 2026 Employee Stock Purchase Plan that are each submitted to a vote of shareholders at the Annual Meeting pursuant to Proposals 4 and 5 of this Proxy Statement are consistent with these objectives.
Long-Term Equity Incentives
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Awards Granted During 2025
Awards Granted During 2025 In February 2025, the Compensation Committee approved the equity awards set forth in the table before for our Named Executive Officers. Mr. Gundermann was awarded stock options and performance share units (PSUs), Ms. Hedges, Mr. Mulato and Mr. Peabody were each awarded PSUs and Ms. Davis was awarded RSUs as she had not been designated as a Named Executive Officer until after the time of award. The Compensation Committee believes that maintaining a significant performance-based component within its equity award program reinforces accountability and supports long-term value creation.
Awards Granted During 2025
| Executive | Stock Option Value | Stock Options Granted | Target Grant Value ($) | RSUs Granted (#) | PSUs Granted (#) | | Peter J. Gundermann | $951,108 | 29,750 | $500,455 | — | 25,250 | | Nancy L. Hedges | — | — | $350,814 | — | 17,700 | | David C. Burney | — | — | — | — | — | | Julie M. Davis | — | — | $89,190 | 4,500 | — | | James F. Mulato | — | — | $350,814 | — | 17,700 | | Mark A. Peabody | — | — | $300,273 | — | 15,150 |
Amended and Restated 2017 Long Term Incentive Plan
Amended and Restated 2017 Long Term Incentive Plan In May 2017, the 2017 Long Term Incentive Plan (“2017 LTIP”) was approved by our shareholders, providing for the grant of 1,757,040 shares of stock-based awards. This amount included 757,040 shares previously available for issuance under the 2005 Director Stock Option Plan and the 2011 Stock Option Plan, plus an additional 1,000,000 shares. In May 2021, the Amended and Restated 2017 Long Term Incentive Plan was approved by our shareholders, providing for an increase in the number of shares of stock with respect to which awards may be issued under the 2017 LTIP from 1,757,040 to 3,144,774. Shareholders approved a further increase in the number of shares of stock with respect to which awards may be issued under the 2017 LTIP to 3,794,774 shares in May 2025. The 2017 LTIP provides a flexible framework that permits the development and implementation of a variety of stock-based incentives which enables the Company to grant performance-based awards with vesting to occur based upon achievement against key performance metrics as well as to further align its long-term incentive compensation program with peers and shareholder interests. The Compensation Committee is the administrator of the 2017 LTIP.
Options
Options The 2017 LTIP authorizes the Company to grant options to purchase shares of Common Stock to its employees. Prior to approval of the 2017 LTIP, the Company issued options to executive officers and key employees under its former 2011 Stock Option Plan. The goal of stock options is to create long-term incentives for key employees to maximize future performance of the Company. Stock option grants generally are made annually or at the commencement of employment. Stock options awarded to employees that vest solely on the basis of time may not vest more quickly than ratably over three years from the date of grant, except in certain circumstances such as death, disability, retirement, termination of employment due to workforce reduction or job elimination, change in control or in connection with the establishment of terms and conditions of employment necessary for recruitment or as a result of a business combination or acquisition. Recipients may not dispose of any shares acquired pursuant to an exercise of stock options until a date which is at least two years from the date of grant of the stock option and at least one year after the date of exercise of the stock option. The Compensation Committee reviews and approves equity awards to executive officers based upon a review of competitive compensation data, its expectation of future individual performance, a review of each executive’s existing long-term incentives and retention considerations. Periodic stock option grants are made at the discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, the Compensation Committee considers the recommendations of the Company’s Chief Executive Officer for executives other than himself. The Compensation Committee’s practice has generally been to award options at its December meeting.
Options
In December 2025, Mr. Gundermann was awarded stock options under the 2017 LTIP in the amounts indicated in the section entitled “Grants of Plan-Based Awards” on page 46 below. Stock options granted by the Company have an exercise price equal to the fair market value of the Common Stock on the day of grant and generally expire 10 years after the date of grant. The stock options awarded in December 2025 straight-line vest 33-1/3% per annum based on continued employment. Option award agreements provide for a holding period for shares acquired upon exercise of two years from the date of grant and at least one year after the date of exercise.
Performance-Based and Time-Based Restricted Stock Units
Performance-Based and Time-Based Restricted Stock Units In 2025, the Company granted performance-based restricted stock units (“PSUs”) to certain Named Executive Officers and certain other key members of management. The Company also issued time-based RSUs to certain key employees, including Ms. Davis, a Named Executive Officer. RSUs awarded to employees that vest solely on the basis of passage of time may not vest more quickly than ratably over three years from the date of grant, except in certain circumstances such as death, disability, retirement, termination of employment due to workforce reduction or job elimination, change in control or in connection with the establishment of terms and conditions of employment necessary for recruitment or as a result of a business combination or acquisition. Recipients of PSUs and RSUs may not sell or otherwise dispose of the shares issued upon settlement of RSUs until six months following the date of issuance of such shares. The Compensation Committee’s practice has been to award PSUs and RSUs at its February meeting when the audit for the prior fiscal year is typically substantially complete. In February 2025, the Company granted PSUs to Messrs. Gundermann, Peabody and Mulato, and Ms. Hedges in the amounts indicated in the section entitled “Grants of Plan-Based Awards” on page 46 below. The performance criteria for the vesting of such awards is based on the Company’s average annual Adjusted EBITDA as a percentage of average annual revenue during the period of January 1, 2025 through December 31, 2027 as described in the table below.
Performance-Based and Time-Based Restricted Stock Units
| Performance Metric | Threshold Performance(2) (50% of Target) | Target Performance (100% of Target) | Maximum Performance(3) (150% of Target) | | Average Annual Adjusted EBITDA(1) as a Percentage of Average Annual Revenue (during the period 2025 to 2027) | Less than 10% | 15% | Equal to or Greater than 18% |
Performance-Based and Time-Based Restricted Stock Units
| (1) Adjusted EBITDA is defined as the Company’s earnings before interest, taxes, depreciation, amortization and equity-based compensation, adjusted by the Compensation Committee in its sole discretion for any extraordinary, unusual or nonrecurring events, including, but not limited to insurance proceeds, litigation-related expenses, legal settlements, impairments or unique investments in research and development projects. |
Performance-Based and Time-Based Restricted Stock Units
| (2) If the Company’s mathematical average annual Adjusted EBITDA as a percentage of the Company’s mathematical average annual revenue for the performance period is less than 15%, but greater than 10%, then the number of PSUs earned will be decreased proportionally on a straight line basis from the target number of PSUs to 50% of the target number of PSUs. If the Company’s mathematical average annual Adjusted EBITDA for the performance period as a percentage of the Company’s mathematical average annual revenue for the performance period is equal to or less than 10%, then 50% of the target number of PSUs will be earned. |
Performance-Based and Time-Based Restricted Stock Units
| (3) If the Company’s mathematical average annual Adjusted EBITDA as a percentage of the Company’s mathematical average annual revenue for the performance period is less than 18%, but greater than 15%, then the number of PSUs earned will be increased proportionally on a straight line basis from the target number of PSUs to 150% of the target number of PSUs. |
Performance-Based and Time-Based Restricted Stock Units
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Performance Vesting of 2023-2025 PSU Awards
Performance Vesting of 2023-2025 PSU Awards With respect to the PSUs awarded to Messrs. Gundermann, Burney, Mulato and Peabody in February 2023, the target number of PSUs would have been earned if the Company’s mathematical average annual Adjusted EBITDA for the performance period of January 1, 2023 to December 31, 2025 was less than 15%, but at least equal to 10%, of the Company’s mathematical average annual revenue for the performance period. If the average annual Adjusted EBITDA was less than 10% of the average annual revenue for the performance period, 75% of the target number of PSUs would have been earned. If the average annual Adjusted EBITDA is greater than or equal to 15% of the average annual revenue for the performance period, 115% of the target number of PSUs would have been earned. “Adjusted EBITDA” is defined as the Company’s earnings before interest, taxes, depreciation, and amortization, adjusted by the 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 R&D projects. For the PSUs awarded in February 2023, EBITDA was adjusted for interest expense (benefit), depreciation and amortization expense, equity-based compensation expense, early retirement penalty waiver for Mr. Burney, non-cash annual stock bonus accrual, non-cash 401(k) contribution and quarterly bonus accrual, net gain on the sale of business, simplification and restructuring initiatives (including severance), legal reserve, settlements and recoveries, litigation-related legal expenses, acquisition-related expenses, an equity investment accrued payable write-off, loss on extinguishment or settlement of debt, non-cash reserves for customer bankruptcy, warranty reserves and deferred liability recovery. The average annual Adjusted EBITDA for the performance period was approximately 12% of the Company’s average annual revenue for the performance period. As such, the target number of PSUs were earned by each of Messrs. Gundermann, Burney, Mulato and Peabody. Ms. Hedges and Ms. Davis were each awarded time-based rather than performance based RSUs in 2023, which each vested in full.
Employment Agreements, SERPs
Employment Agreements, SERPs The Company is party to an Employment Termination Benefits Agreement with each of Messrs. Gundermann and Peabody. The Employment Termination Benefits Agreement that had been in place with Mr. Burney expired upon his retirement on January 3, 2025. In addition, as described in the “Pension Benefits” section beginning on page 50 below, Mr. Gundermann is a participant in the SERP, while Mr. Burney and Mr. Peabody are each participants in the SERP II. Ms. Davis, Ms. Hedges and Mr. Mulato are not currently party to an Employment Termination Benefits Agreement and are not participants in the SERP or SERP II.
Timing Policies and Practices Regarding Equity Awards
Timing Policies and Practices Regarding Equity Awards We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on the grant dates for equity awards or for the purpose of affecting the value of executive compensation. Furthermore, we do not take material nonpublic information into account when determining the timing and terms of such equity awards. In 2025, we did not grant new stock option awards or new stock appreciation rights awards to our Named Executive Officers during the time period outlined in Item 402(x) of Regulation S-K. The Compensation Committee typically grants stock option awards annually during its December meeting and typically grants PSUs annually during its February meeting when the audit for the prior fiscal year is typically substantially complete.
DISTINGUISHING “AWARDED” PAY FROM “REPORTED” PAY
| Name & Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(3) | All Other Compensation | Total | | Peter J. Gundermann President & CEO | 2025 | $658,570 | $898,642 | $500,455 | $951,108 | $81,777(4) | $3,090,552 | | | 2024 | $636,300 | $914,763 | $500,170 | $799,690 | $72,070 | $2,922,993 | | | 2023 | $606,262 | $385,213 | $200,405 | $800,406 | $48,778 | $2,041,064 | | Nancy L. Hedges VP, CFO & Treasurer(5) | 2025 | $369,231 | $430,380 | $350,814 | — | $23,091(6) | $1,173,516 | | | 2024 | $296,000 | $343,612 | $95,004 | — | $15,234 | $749,850 | | David C. Burney Former Executive VP Finance, CFO and Treasurer(7) | 2025 | $48,874 | — | — | — | $17,867(8) | $66,741 | | | 2024 | $396,064 | $459,771 | $450,058 | — | $62,389 | $1,368,282 | | | 2023 | $377,204 | $192,397 | $130,152 | $50,381 | $37,492 | $787,626 | | Julie M. Davis General Counsel((5)) | 2025 | $300,000 | $177,766 | $89,190 | — | $17,500(9) | $584,456 | | James F. Mulato President of Astronics Test Systems, Inc. | 2025 | $402,329 | $361,236 | $350,814 | — | $38,258(10) | $1,152,637 | | | 2024 | $388,723 | $451,156 | $350,781 | — | $38,063 | $1,228,723 | | | 2023 | $370,213 | $188,582 | $170,085 | $50,381 | $30,704 | $809,965 | | Mark A. Peabody President of Aerospace Segment | 2025 | $554,917 | $614,426 | $300,273 | — | $17,500(9) | $1,487,116 | | | 2024 | $536,152 | $622,419 | $300,669 | — | $17,250 | $1,476,490 | | | 2023 | $510,261 | $260,322 | $160,472 | $50,381 | $9,900 | $991,336 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth the cash compensation as well as certain other compensation earned by the Company’s Named Executive Officers during the years ended December 31, 2025, 2024 and 2023. Such amounts do not reflect actual cash received by the Named Executive Officers in 2025, 2024 or 2023. Amounts reflected under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” are primarily the result of a decrease from the prior year in the discount rate applied to calculate the present value of such benefits and the change in the bonus scale used to measure the benefit obligations. No payments were made and no changes were made under the SERP or SERP II, except that Mr. Burney received benefits under SERP II due to his retirement on January 3, 2025.
SUMMARY COMPENSATION TABLE
| Name & Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(3) | Changes in Pension Value & Non-Deferred Compensation Earnings(4) | All Other Compensation | Total | | Peter J. Gundermann President & CEO | 2025 | $658,570 | $898,642 | $500,455 | $951,108 | $1,474,438 | $81,777(5) | $4,564,990 | | | 2024 | $636,300 | $914,763 | $500,170 | $799,690 | — | $72,070 | $2,922,993 | | | 2023 | $606,262 | $385,213 | $200,405 | $800,406 | $609,147 | $48,778 | $2,650,211 | | Nancy L. Hedges VP, CFO & Treasurer(6) | 2025 | $369,231 | $430,380 | $350,814 | — | — | $23,091(7) | $1,173,516 | | | 2024 | $296,000 | $343,612 | $95,004 | — | — | $15,234 | $749,850 | | David C. Burney Former Executive VP- Finance, CFO & Treasurer(8) | 2025 | $48,874 | — | — | — | — | $17,867(9) | $66,741 | | | 2024 | $396,064 | $459,771 | $450,058 | — | $413,481 | $62,389 | $1,781,763 | | | 2023 | $377,204 | $192,397 | $130,152 | $50,381 | $299,247 | $37,492 | $1,086,873 | | Julie M. Davis General Counsel((6)) | 2025 | $300,000 | $177,766 | $89,190 | — | — | $17,500(10) | $584,456 | | James F. Mulato President of Astronics Test Systems, Inc. | 2025 | $402,329 | $361,236 | $350,814 | — | — | $38,258(11) | $1,152,637 | | | 2024 | $388,723 | $451,156 | $350,781 | — | — | $38,063 | $1,228,723 | | | 2023 | $370,213 | $188,582 | $170,085 | $50,381 | — | $30,704 | $809,965 | | Mark A. Peabody President of Aerospace Segment | 2025 | $554,917 | $614,426 | $300,273 | — | $1,471,286 | $17,500(10) | $2,958,402 | | | 2024 | $536,152 | $622,419 | $300,669 | — | — | $17,250 | $1,476,490 | | | 2023 | $510,261 | $260,322 | $160,472 | $50,381 | $423,688 | $9,900 | $1,415,024 |
SUMMARY COMPENSATION TABLE
| (1) The amounts in the “Bonus” column for 2023 reflect bonuses paid as stock bonuses using Common Stock under the Company’s 2017 LTIP. The stock bonuses were issued on March 1, 2024 at a price per share of $19.17. The bonuses for 2024 and 2023 were paid in cash. |
SUMMARY COMPENSATION TABLE
| (2) The amounts reported in the “Stock Awards” column reflect the fair value of 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 named executive officers. A discussion of the assumptions used in calculating these values is included in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. |
SUMMARY COMPENSATION TABLE
| (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 are valued at 100% of the target number of RSUs. The amounts do not reflect the actual amount that may be realized by the named executive officers. A discussion of the assumptions used in calculating these values is included in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. |
SUMMARY COMPENSATION TABLE
| (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 for Messrs. Gundermann and Peabody are due to year over year changes to the actuarial assumptions 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 that the plan will continue to exist and pay benefits in the future. The change in the actuarial present value increased for Messrs. Gundermann and Peabody from 2024 to 2025 because of a change in the applied discount rate of 5.48% to 5.37%. The actuarial present value for Mr. Burney decreased from 2024 to 2025 by $(10,514) due to his retirement on January 3, 2025. Ms. Hedges, Ms. Davis and Mr. Mulato are not participants in the SERP or SERP II. |
SUMMARY COMPENSATION TABLE
| | 38 |
SUMMARY COMPENSATION TABLE
| (5) Represents club fees and dues, personal use of Company automobile, contribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, personal use of Company plane of $20,000, gross up for income taxes related to benefits of $23,190 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company in the amount of $17,500. Value of personal use of Company plane is based on an estimated rental rate. |
SUMMARY COMPENSATION TABLE
| (6) Ms. Hedges was not an NEO in 2023. Ms. Davis was not an NEO in 2024. |
SUMMARY COMPENSATION TABLE
| (7) Represents contribution to the Company’s Profit Sharing/401K Plan made by the Company in the amount of $17,500, personal financial planning and tax return preparation expense, gross up for income taxes related to benefits and FSA reimbursement. |
SUMMARY COMPENSATION TABLE
| (8) Mr. Burney retired on January 3, 2025. |
SUMMARY COMPENSATION TABLE
| (9) Represents contribution to the Company’s Profit Sharing/401K Plan made by the Company in the amount of $17,500, FSA reimbursement and automobile allowance. |
SUMMARY COMPENSATION TABLE
| (10) Represents contribution to the Company’s Profit Sharing/401K Plan made by the Company in the amount of $17,500. |
SUMMARY COMPENSATION TABLE
| (11) Includes 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 in the amount of $17,500. |
CEO PAY RATIO
CEO PAY RATIO In accordance with Section 953(b) of the Dodd-Frank Act, Astronics is required to disclose the ratio of the total annual compensation of its CEO (our principal executive officer) to that of its median employee. SEC rules and regulations require disclosure of (i) the median of the annual total compensation of all employees of Astronics, except the CEO, (ii) the annual total compensation of the CEO, and (iii) the ratio of the amount in clause (i) (median Astronics employee compensation) to the amount in clause (ii) (total CEO compensation). Because SEC rules and regulations do not mandate a particular approach to determining the median employee, Astronics elected to identify its median employee as of December 31, 2023. The median employee was identified by calculating the total cash compensation granted in 2023 to all employees, excluding the CEO, employed as of December 31, 2023. As there were no material changes in the employee population or employee compensation arrangements in 2024 or 2025, the Company has elected to use the same median employee for purposes of its pay ratio disclosure for 2025. The ratio disclosed below was calculated using the annual total compensation of Mr. Gundermann and of the median employee for 2025. As calculated using the methodology required for the Summary Compensation Table, the total annual compensation of Mr. Gundermann was $4,564,990 and the total annual compensation of the median employee was $69,702. This yields a ratio of 65.49 to 1. If the ratio were calculated based upon “awarded” pay rather than “reported” as described on page 37, the total annual compensation of Mr. Gundermann would have been $3,090,552 and the total annual compensation of the median employee would remain as $69,702. This would have yielded a ratio of 44.34 to 1, rather than 65.49 to 1.
CEO PAY RATIO
| | 39 |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2025, 2024, 2023, 2022 and 2021. For additional information about our performance-based pay philosophy and how we align executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 29.
PAY VERSUS PERFORMANCE DISCLOSURE
| | | | | | Value of initial fixed $100 investment based on: | | | Average Annual Adjusted EBITDA as % of Average Annual Revenue Over a 3-Year Period(8) | | Year | Summary compensation table total for PEO(1)(2) | Compensation actually paid to PEO(3) | Average summary compensation table total for non-PEO named executive officers(1)(4) | Average compensation actually paid to non-PEO named executive officers(5) | Total shareholder return(6) | Peer group total shareholder return(7) | Net income (Loss) | | | 2025 | $4,564,990 | $12,344,886 | $1,186,901 | $2,455,721 | $409.78 | $271.90 | $29,359,000 | 12.2% | | 2024 | $2,922,992 | $2,547,746 | $1,309,206 | $1,203,314 | $120.59 | $168.20 | $(16,215,000) | 8.1% | | 2023 | $2,650,211 | $3,984,477 | $1,000,337 | $1,225,010 | $131.64 | $113.89 | $(26,421,000) | 4.1% | | 2022 | $1,640,327 | $1,360,850 | $723,885 | $593,112 | $77.84 | $86.01 | $(35,747,000) | 2.4% | | 2021 | $2,452,637 | $2,278,865 | $900,929 | $801,499 | $90.70 | $92.76 | $(25,578,000) | 7.1% |
PAY VERSUS PERFORMANCE DISCLOSURE
| (1) Mr. Gundermann was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 2025: David C. Burney, Julie M. Davis, Nancy L. Hedges, James F. Mulato, Mark A. Peabody |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 2024: David C. Burney, Nancy L. Hedges, James F. Mulato, Mark A. Peabody |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 2020-2023: David C. Burney, James S. Kramer, Michael C. Kuehn, James F. Mulato, Mark A. Peabody |
PAY VERSUS PERFORMANCE DISCLOSURE
| (2) The dollar amounts reported are the total compensation reported for Mr. Gundermann for each fiscal year in the “Total” column of the Summary Compensation Table. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (3) The dollar amounts reported represent the “compensation actually paid” to Mr. Gundermann 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 calculation instructions 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: |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 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 valuation assumptions used to calculate fair values on equity awards do not materially differ from those disclosed at the time of grant. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 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. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 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: |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Total | Plus/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 | | 2025 | $4,564,990 | $(1,474,438) | — | $(1,451,563) | $2,616,433 | $4,902,173 | $3,187,292 | $12,344,886 | | 2024 | $2,922,992 | — | — | $(1,299,860) | $1,190,754 | $(188,696) | $(77,444) | $2,547,746 | | 2023 | $2,650,211 | $(609,147) | — | $(1,000,811) | $1,191,633 | $1,260,507 | $492,084 | $3,984,477 | | 2022 | $1,640,327 | — | — | $(1,000,010) | $979,770 | $(211,354) | $(47,883) | $1,360,850 | | 2021 | $2,452,637 | — | — | $(1,817,509) | $1,689,993 | $(21,241) | $(25,015) | $2,278,865 |
PAY VERSUS PERFORMANCE DISCLOSURE
| | 40 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (4) 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. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (5) 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 calculation instructions 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 (3) above to determine the average compensation actually paid. |
PAY VERSUS PERFORMANCE DISCLOSURE
| • | 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: |
PAY VERSUS PERFORMANCE DISCLOSURE
| 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 | | 2025 | $1,186,901 | $(294,257) | — | $(218,218) | $690,405 | $879,575 | $211,315 | $2,455,721 | | 2024 | $1,309,206 | $(103,370) | — | $(299,128) | $394,291 | $(66,828) | $(30,857) | $1,203,314 | | 2023 | $1,000,337 | $(183,967) | $21,086 | $(200,647) | $240,741 | $266,103 | $81,357 | $1,225,010 | | 2022 | $723,885 | — | $27,517 | $(320,170) | $220,213 | $(49,583) | $(8,750) | $593,112 | | 2021 | $900,929 | $(3,455) | $38,982 | $(501,639) | $420,935 | $(32,238) | $(22,015) | $801,499 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (6) Cumulative total shareholder return “TSR” is calculated using the volume-weighted average stock price starting December 31, 2020 through December 31 of the applicable fiscal year. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (7) The peer group TSR is calculated using the peer group shown in the stock price performance graph in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 pursuant to Item 201(e) of Regulation S-K. For 2025, we have updated the peer group used for purposes of this Pay Versus Performance disclosure to the peer group used for our stock price performance graph in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is the companies comprising the Nasdaq US Small Cap Aerospace and Defense TR Index. For 2024, for purposes of the Pay Versus Performance disclosure contained in our 2025 annual Proxy Statement, we used the S&P 500 Index, as further described therein. This change will provide consistency between the presentation of peer group TSR in our future annual reports on Form 10-K and in the Pay Versus Performance disclosure in our proxy statements. Historical stock performance is not necessarily indicative of future stock performance. The TSR for the 2024 peer group (the S&P 500 Index) for 2025 is $196.16. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (8) 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, litigation-related expenses, legal settlements, impairments or unique investments in R&D projects. |
Comparative Analysis of the Pay Versus Performance Table
Comparative Analysis of the Pay Versus Performance Table The Company’s compensation program is designed to attract and retain executives whose talents and contributions sustain long-term growth by aligning their interests with the drivers of shareholder returns and supporting their achievement of the Company’s primary business goals. The Company considers several performance measures to ensure executives are incentivized to accomplish these objectives, many of which are not presented in the Pay Versus Performance Table. The charts below explain the relationship between the columns presented in the Pay Versus Performance Table.
Comparative Analysis of the Pay Versus Performance Table
| | 41 |
Comparison of “Compensation Actually Paid” to Company TSR
Comparison of “Compensation Actually Paid” to Company TSR The chart below shows the “compensation actually paid” to Mr. Gundermann and average “compensation actually paid” to the non-PEO NEOs compared to the Company’s TSR and the peer group’s TSR over the last five reported fiscal years.
Comparison of “Compensation Actually Paid” to Company TSR
| | 43 |
Comparison of “Compensation Actually Paid” to Net Income (Loss)
Comparison of “Compensation Actually Paid” to Net Income (Loss) The chart below shows the “compensation actually paid” to Mr. Gundermann and average “compensation actually paid” to the other NEOs as compared to the Company’s Net Income (Loss) the last five reported fiscal years.
Comparison of “Compensation Actually Paid” to Net Income (Loss)
| | 44 |
Comparison of “Compensation Actually Paid” to Net Income (Loss)
Comparison of “Compensation Actually Paid” to Company-Selected Measure (Average Annual Adjusted EBITDA as a Percentage of Average Annual Revenue Over a Three-Year Period) The chart below shows the “compensation actually paid” to Mr. Gundermann and average “compensation actually paid” to the other NEOs as compared to the Company’s average annual Adjusted EBITDA as a percentage of the Company’s average annual revenue over a three-year period for the last five reported fiscal years.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table sets forth information with respect to plan-based awards granted in 2025 to the Named Executive Officers listed in the summary compensation table. All options and RSUs were granted pursuant to the Company’s 2017 LTIP.
GRANTS OF PLAN-BASED AWARDS
| | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | | | | | | | Grant Date(1) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Award: No. of Shares of Stock or Units | All Other Option Awards: No. of Securities Underlying Options(3) | Exercise Price of Option Awards per Share | Grant Date Fair Value of Stock and Option Awards(4) | | Peter J. Gundermann | | | | | | | | | | Options | Dec. 4, 2025 | — | — | — | — | 29,750 | $51.72 | $951,108 | | PSUs | Feb. 27, 2025 | 12,625 | 25,250 | 37,875 | — | — | — | $500,455 | | Julie M. Davis | | | | | | | | | | RSUs | Feb. 27, 2025 | — | — | 4,500(5) | — | — | — | $89,190 | | Nancy L. Hedges | | | | | | | | | | PSUs | Feb. 27, 2025 | 8,850 | 17,700 | 26,550 | — | — | — | $350,814 | | James F. Mulato | | | | | | | | | | PSUs | Feb. 27, 2025 | 8,850 | 17,700 | 26,550 | — | — | — | $350,814 | | Mark A. Peabody | | | | | | | | | | PSUs | Feb. 27, 2025 | 7,575 | 15,150 | 22,725 | — | — | — | $300,273 |
GRANTS OF PLAN-BASED AWARDS
| (1) The grant date is the date the Compensation Committee meets to approve the awards. |
GRANTS OF PLAN-BASED 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, 2025 and ending December 31, 2027. Adjusted EBITDA is defined as the Company’s earnings before interest, taxes, depreciation, amortization and equity-based compensation, adjusted by the Compensation Committee in its sole discretion for any extraordinary, unusual or nonrecurring events, including, but not limited to insurance proceeds, litigation-related expenses, legal settlements, impairments or unique investments in research and development projects. The target number of PSUs will be earned if the Company’s mathematical average annual Adjusted EBITDA for the performance period of January 1, 2025 to December 31, 2027 as a percentage of the Company’s mathematical average annual revenue for the performance period is 15%. If the Company’s mathematical average annual Adjusted EBITDA for the performance period as a percentage of the Company’s mathematical average annual revenue for the performance period is equal to or greater than 18%, then 150% of the target number of PSUs will be earned. If the Company’s mathematical average annual Adjusted EBITDA for the performance period as a percentage of the Company’s mathematical average annual revenue for the performance period is less than 18% but greater than 15%, then the number of PSUs earned will be increased proportionally on a straight line basis from the target number of PSUs to 150% of the target number of PSUs. If the Company’s mathematical average annual Adjusted EBITDA for the performance period as a percentage of the Company’s mathematical average annual revenue for the performance period is less than 15% but greater than 10%, then the number of PSUs earned will be decreased proportionally from the target number of PSUs to 50% of the target number of PSUs. If the Company’s mathematical average annual Adjusted EBITDA for the performance period as a percentage of the Company’s mathematical average annual revenue for the performance period is less than 10%, then 50% of the target number of PSUs will be earned. |
GRANTS OF PLAN-BASED AWARDS
| (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 4, 2026 and expire 10 years after the date of grant. |
GRANTS OF PLAN-BASED AWARDS
| (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 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. |
GRANTS OF PLAN-BASED AWARDS
| (5) Represents time-based RSUs which cliff-vest on February 27, 2028. |
GRANTS OF PLAN-BASED AWARDS
| | 46 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth information with respect to the Named Executive Officers listed in the summary compensation table relating to unexercised stock options, stock that has not vested, and equity incentive plan awards outstanding as of December 31, 2025:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| OPTIONS(1) | | | | RESTRICTED STOCK UNITS | | | | | No. of Securities Underlying Unexpected Unexercised Options Exercisable | No. of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | No. of Shares/ Units of Stock That Have Not Vested | Market Value of Shares/ Units That Have Not Vested | Equity Incentive Plan Awards: No. of Unearned Shares/Units/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 & CEO | | | | | | | | | 14,460 | — | $31.76 | 12/14/2026 | | | 13,550(3) | $734,952 | | 2,169 | — | $31.76 | 12/14/2026 | | | 26,450(4) | $1,434,648 | | 26,300 | — | $35.61 | 12/12/2027 | | | 25,250(5) | $1,369,560 | | 3,945 | — | $35.61 | 12/12/2027 | | | | | | 34,790 | — | $31.57 | 12/13/2028 | | | | | | 61,200 | — | $30.04 | 12/9/2029 | | | | | | 79,120 | 19,780 | $14.45 | 1/22/2031 | | | | | | 115,800 | — | $11.13 | 12/9/2031 | | | | | | 125,000 | — | $9.74 | 12/16/2032 | | | | | | 55,933 | 27,967 | $15.15 | 12/7/2033 | | | | | | 25,267 | 50,533 | $16.55 | 12/5/2034 | | | | | | — | 29,750 | $51.72 | 12/4/2035 | | | | | | Nancy L. Hedges, VP, CFO & Treasurer | | | | | | | | | | | | | | | 5,050(6) | $273,915 | | | | | | | | 5,024(4) | $272,502 | | | | | | | | 17,700(5) | $960,048 | | David C. Burney, Former Executive VP, CFO & Treasurer | | | | | | | | | 4,370 | — | $31.76 | 12/14/2026 | | | 8,800(3) | $477,312 | | 656 | — | $31.76 | 12/14/2026 | | | 23,800(4) | $1,290,912 | | 6,350 | — | $35.61 | 12/12/2027 | | | | | | 953 | — | $35.61 | 12/12/2027 | | | | | | 8,410 | — | $31.57 | 12/13/2028 | | | | | | 13,600 | — | $30.04 | 12/9/2029 | | | | | | 12,150 | — | $14.45 | 1/22/2031 | | | | | | 24,500 | — | $11.13 | 12/9/2031 | | | | | | 17,800 | — | $9.74 | 12/16/2032 | | | | | | 2,767 | — | $15.15 | 12/7/2033 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | 47 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| OPTIONS(1) | | | | RESTRICTED STOCK UNITS | | | | | No. of Securities Underlying Unexpected Unexercised Options Exercisable | No. of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | No. of Shares/ Units of Stock That Have Not Vested | Market Value of Shares/ Units That Have Not Vested | Equity Incentive Plan Awards: No. of Unearned Shares/Units/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) | | Julie M. Davis, General Counsel | | | | | | | | | 1,500 | — | $31.76 | 12/14/2026 | | | 3,000(6) | $162,720 | | 225 | — | $31.76 | 12/14/2026 | | | 2,500(7) | $135,600 | | | | | | | | 4,500(8) | $244,080 | | James F. Mulato, President of Astronics Test Systems, Inc. | | | | | | | | | 6,560 | — | $31.76 | 12/14/2026 | | | 11,500(3) | $623,760 | | 984 | — | $31.76 | 12/14/2026 | | | 18,550(4) | $1,006,152 | | 7,950 | — | $35.61 | 12/12/2027 | | | 17,700(5) | $960,048 | | 1,193 | — | $35.61 | 12/12/2027 | | | | | | 11,570 | — | $31.57 | 12/13/2028 | | | | | | 18,150 | — | $30.04 | 12/9/2029 | | | | | | 21,600 | 5,400 | $14.45 | 1/22/2031 | | | | | | 32,700 | — | $11.13 | 12/9/2031 | | | | | | 35,600 | — | $9.74 | 12/16/2032 | | | | | | 5,533 | 2,767 | $15.15 | 12/7/2033 | | | | | | Mark F. Peabody, President of Aerospace Segment | | | | | | | | | 4,820 | — | $31.76 | 12/14/2026 | | | 10,850(3) | $588,504 | | 723 | — | $31.76 | 12/14/2026 | | | 15,900(4) | $862,416 | | 7,010 | — | $35.61 | 12/12/2027 | | | 15,150(5) | $821,736 | | 1,052 | — | $35.61 | 12/12/2027 | | | | | | 9,280 | — | $31.57 | 12/13/2028 | | | | | | 13,600 | — | $30.04 | 12/9/2029 | | | | | | 16,200 | 4,050 | $14.45 | 1/22/2031 | | | | | | 24,500 | — | $11.13 | 12/9/2031 | | | | | | 26,700 | — | $9.74 | 12/16/2032 | | | | | | 5,533 | 2,767 | $15.15 | 12/7/2033 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (1) The options expiring December 14, 2026, December 12, 2027, December 13, 2028, December 9, 2029 and January 22, 2031 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, December 7, 2033, December 5, 2034, and December 4, 2035 vest in equal increments over three years and expire ten years from the date of grant. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (2) Based on closing price of Common Stock of $54.24 on December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (3) Reflects PSUs 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 ended December 31, 2025. These RSUs vested on February 23, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (4) Reflects PSUs 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, 2024 and ending December 31, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (5) Reflects PSUs 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, 2025 and ending December 31, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (6) Reflects time-based RSUs, which cliff vest on February 23, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (7) Reflects time-based RSUs, which cliff vest on February 22, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (8) Reflects time-based RSUs, which cliff vest on February 27, 2028. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | 48 |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table sets forth information with respect to the Named Executive Officers listed in the summary compensation table relating to the exercise of stock options, stock appreciation rights and similar rights, and the vesting of stock in connection therewith, in 2025:
OPTION EXERCISES AND STOCK VESTED
| | OPTION AWARDS | | STOCK AWARDS | | | Name | No. of Shares Acquired on Exercise | Value Realized on Exercise | No. of Shares Acquired on Vesting | Value Realized on Vesting | | Peter J. Gundermann President & CEO | 18,118 | $391,892 | 11,063 | $275,579(1) | | Nancy L. Hedges VP, CFO & Treasurer | 3,600 | $80,886 | 5,500 | $137,005(2) | | David C. Burney Former Exec. VP, CFO & Treasurer | 5,422 | $132,459 | 7,200 | $179,352(1) | | Julie M. Davis General Counsel | 1,852 | $45,244 | 3,000 | $74,730(2) | | James F. Mulato President of Astronics Test Systems, Inc. | 5,687 | $117,493 | 9,413 | $234,478(1) | | Mark A. Peabody President of Aerospace Segment | 5,951 | $130,148 | 8,850 | $220,454(1) |
OPTION EXERCISES AND STOCK VESTED
| (1) Reflects shares of Common Stock issued in settlement of PSUs on February 24, 2025 at a price of $24.91 per share. |
OPTION EXERCISES AND STOCK VESTED
| (2) Reflects shares of Common Stock issued in settlement of RSUs on February 24, 2025 at a price of $24.91 per share. |
OPTION EXERCISES AND STOCK VESTED
| | 49 |
PENSION BENEFITS
PENSION BENEFITS
PENSION BENEFITS
| Name | Plan Name | No. of Years Credited Service | Present Value of Accumulated Benefit ($) | Payment During Last Fiscal Year ($) | | Peter J. Gundermann President & CEO | Astronics Corporation Supplemental Retirement Plan (SERP) | 38 | $9,439,740 | — | | | SERP-Retiree Medical, Dental & Long-Term Care | 38 | $389,709 | — | | Nancy L. Hedges VP, CFO & Treasurer | — | — | — | — | | David C. Burney Former Exec. VP, CFO & Treasurer | Astronics Corporation Supplemental Retirement Plan II (SERP II) | 29 | $4,446,887 | $303,195 | | Julie M. Davis General Counsel | — | — | — | — | | James F. Mulato President of Astronics Test Systems, Inc. | — | — | — | — | | Mark A. Peabody President of Aerospace Segment | Astronics Corporation Supplemental Retirement Plan II (SERP II) | 20 | $5,930,610 | — |
PENSION BENEFITS
The Company has two non-qualified supplemental retirement defined benefit plans for certain executives - the Supplemental Retirement Plan (“SERP”) and Supplemental Retirement Plan II (“SERP II”). The SERP targets a retirement benefit based on 65% of the average of the highest consecutive three-year cash compensation, less a participant’s primary Social Security benefit at age 65 and the actuarially determined value of certain contributions made by Astronics to its tax-qualified defined contribution plan on behalf of the participant. The plan is unfunded and has no assets. Except as described below under “Other Potential Post- Employment Benefits”, SERP benefits are payable only to “retirement-eligible” participants, i.e., employees designated to participate in the SERP and each of whom, upon termination of employment, has at least 10 years of continuous service with the Company and (i) has attained age 65, or (ii) has attained age 60 or later with a combined total of age and years of service equal to 90. As of December 31, 2025, Peter J. Gundermann was the only non-retired participant in the SERP. As Mr. Gundermann had attained age 60 and his combined total of age and years of service was at least equal to 90, Mr. Gundermann is retirement eligible. Had Mr. Gundermann retired as of December 31, 2025, the decrement for early retirement would have been $85,594. SERP II was adopted in March 2012. The SERP II targets a retirement benefit based on 50% of the average of the highest consecutive three-year cash compensation. SERP II is unfunded and has no assets. Except as described below under “Other Potential Post-Employment Benefits”, the SERP II benefits are generally payable only to “retirement-eligible” participants, i.e., employees designated to participate in the SERP II and each of whom, upon termination of employment, has at least 10 years of continuous service with the Company and (i) has attained age 65, or (ii) has attained age 60 or later with a combined total of age and years of service equal to 90. As of December 31, 2025, David C. Burney, Mark A. Peabody and James S. Kramer, President of Luminescent Systems, Inc., were the only participants in the SERP II. Mr. Kramer is not an NEO of the Company, which is why he is omitted from the tables included in this Proxy Statement. As of December 31, 2025, Mr. Peabody had attained age 65 and as such he would have been retirement eligible. As of December 31, 2025, Mr. Burney had attained age 60 but his combined total of age and years of service was not at least equal to 90. However, upon announcement of his retirement in October 2024, Mr. Burney and the Company entered
PENSION BENEFITS
| | 50 |
PENSION BENEFITS
into an Executive Transition and Retirement Agreement. Pursuant to that agreement, the early retirement decrement provided for by SERP II was eliminated with respect to Mr. Burney and Mr. Burney was treated as though he were age 65 at the time of his retirement for purposes of determining the amount of his SERP II benefit. Mr. Burney retired on January 3, 2025. The assumptions used to calculate the benefit obligation for the SERP and SERP II are: discount rate 5.37%, future average compensation increases of 3.50% per year. The present value of the accumulated benefit is an actuarial calculation that assumes that the plan will remain in force and that participants will remain employed by the Company until age 65 with not less than 10 years of service (as defined) or until age 60 or later with a combined total of age and years of service equal to 90. The assumptions used to calculate the benefit obligation for the SERP-Retiree Medical, Dental and Long-Term Care are: discount rate 5.37%, future average healthcare benefit increases to 5.30% for 2025 and then gradually decreasing to 3.94% in 2070. The present value of the accumulated benefit is an actuarial calculation that assumes that the plan will remain in force and that participants will remain employed by the Company until age 65 with not less than 10 years of service or until age 60 or later with a combined total of age and years of service equal to 90. For purposes of illustration, the following tables show the estimated amounts of annual retirement income that would be payable at the present time under various assumptions as to compensation and years of service to employees who participate in the SERP and SERP II The amounts presented with respect to the SERP are subject to reduction for Social Security benefits and for-profit sharing benefits earned under the Company’s Profit Sharing/401k Plan. A discount factor applies for retirement-eligible participants who start to receive benefits before attaining age 65.
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION The Company does not have any non-qualified defined contribution or other plans that provide for the deferral of compensation.
SERP & SERP II
SERP & SERP II Mr. Gundermann is a participant in the SERP. Under the terms of the SERP, eligible participants with at least 10 years of continuous service with the Company become 100% vested in and eligible for benefits in the event of an Involuntary Termination (as described below) or a termination upon a Change of Control (as described below). In the event of a Change of Control, a participant who has at least 10 years of continuous service with the Company will become 100% vested in and eligible for benefits under the SERP. A participant who terminates employment on account of death or Disability (as defined in the Company’s tax-qualified defined contribution plan) will also become 100% vested in and eligible for benefits under the SERP. Upon a separation of service due to Involuntary Termination, a participant with at least 10 years of continuous service with the Company will receive a supplemental benefit based upon his or her highest consecutive three-year average cash compensation paid prior to termination of employment. Upon a separation from service due to a termination upon a Change of Control, a participant with at least 10 years of continuous service with the Company will receive a supplemental benefit determined based on the participant’s years of service as of the termination date and using the greater of (A) the highest consecutive three-year average cash compensation paid prior to the Change of Control, or (B) the highest consecutive three-year average cash compensation paid prior to termination of employment. In all cases, the supplemental benefit is subject to adjustment if the payment of the supplemental benefit commences prior to the participant attaining age 65. During the period a participant or his spouse is receiving SERP benefits, the participant and his spouse are entitled to continuing medical, dental and long-term care coverage under the corresponding plan made available to the Company’s current officers (or an equivalent arrangement). Under the terms of the SERP, benefits do not commence until the later of the participant’s termination of employment or the date the participant attains (or would have attained) age 60, when SERP benefits are paid as a monthly life annuity or, if a participant is married, as a joint and 100% survivor annuity. Mr. Gundermann was age 63 on December 31, 2025. Accordingly, if Mr. Gundermann’s employment had terminated on December 31, 2025, any vested SERP benefits would have commenced on such date. If Mr. Gundermann’s employment were to terminate on account of his death, his surviving spouse, if any, would be entitled to a monthly survivor annuity for the remainder of the spouse’s lifetime in the same monthly amount that would have been paid to Mr. Gundermann. The actuarially estimated present value of continued medical, dental, and long-term care coverage is $389,709. Messrs. Burney and Peabody are participants in SERP II. SERP II benefits generally are payable only to “retirement-eligible” participants, i.e., employees designated to participate in the SERP II and each of whom, upon termination of employment, has at least 10 years of continuous service with the Company and (i) has attained age 65, or (ii) has attained age 60 or later with a combined total of age and years of service equal to 90. However, if a participant’s employment terminates on account of his or her death or Disability (as defined in the Company’s qualified 401(k) retirement plan), the participant becomes 100% vested in his or her SERP II benefit. In the event of a 409A Change in Control Event, a participant with at least ten years of continuous service becomes 100% vested in his or her SERP II benefit. Furthermore, in the event of a participant’s Involuntary Termination or a Termination on a Change of Control, a participant with at least 10 years of continuous service will become 100% vested in his or her SERP II benefit. In general, SERP II benefits do not commence until the later of the participant’s termination of employment or the date the participant attains (or would have attained) age 60, when a participant’s SERP II benefit is paid to him or his surviving spouse as a monthly life annuity. However, SERP II provides that upon the occurrence of a 409A Change in Control Event (as described below) a participant with at least 10 years of consecutive service with the Company will be entitled to a lump sum payment of the present value of his or her supplemental benefit determined as of the date of the 409A Change in Control Event. For a participant who has not yet commenced payment of his or her supplemental benefit, the supplemental benefit will be determined based on the participant’s years of service as of the 409A Change in Control Event and using the average of the highest consecutive three-year cash compensation paid prior to the 409A Change in Control Event, instead of the average for the pay paid prior to retirement. A participant who has already commenced receiving payment of the supplemental benefit at the time of the 409A Change in Control Event will be entitled to a lump sum payment of the present value of the remaining supplemental benefit determined as of the 409A Change in Control Event.
SERP & SERP II
| | 53 |
SERP & SERP II
Except in the case of a Termination on a Change of Control, both SERP and SERP II benefits are contingent on a participant not competing with the Company for the longer of three years after retirement or attainment of age 65. If a participant violates the noncompetition covenant, benefits are suspended during the period the participant is in violation of noncompetition covenant. For purposes of the SERP and SERP II, (i) a “Change of Control” means the transfer, in one or more transactions extending over a period of not more than 24 months, of Common Stock of the Company possessing 25% or more of the total voting power of all shares of Common Stock, where a transfer shall be deemed to occur if shares of Common Stock are either transferred or made the subject of options, warrants, or similar rights granting a third party the opportunity to acquire ownership or voting control of such Common Stock and (ii) an “Involuntary Termination” means a termination of a participant’s employment relationship with the Company, other than for death, disability, retirement, or cause, (A) by or at the instigation of the Company, or (B) by or at the instigation of the participant where the participant’s compensation has been diminished or reduced to a greater extent than any diminution or reduction of the Company’s officers generally. For purposes of SERP II, a “409A Change in Control Event” means the occurrence of one of the following events constituting a “change in control event” within the meaning of Code Section 409A:
SERP & SERP II
| i. | Any one person, or more than one person acting as a group (“Group”), acquires ownership of stock of the Company that, together with stock previously held by the acquirer, constitutes more than 80% of the total fair market value or total voting power of the Company’s stock. If any one person or Group is considered to own more than 80% of the total fair market value or total voting power of the Company’s stock, the acquisition of additional stock by the same person or Group does not cause a change in ownership; or |
SERP & SERP II
| ii. | A majority of the members of the Company’s Board of Directors is replaced during any 12-month (or shorter) period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election. |
SERP & SERP II
| | 54 |
SERP & SERP II
The following table shows potential payments to Messrs. Gundermann and Peabody under the Employment Termination Benefits Agreements, SERP and SERP II upon death, disability, involuntary termination, involuntary termination following a Change of Control, occurrence of a 409A Change in Control Event, and termination following a 409A Change in Control Event. The amounts shown assume that the termination was effective December 31, 2025, the last business day of the Company’s most recent fiscal year end. The actual amounts to be paid can only be determined at the actual time of a participant’s termination.
SERP & SERP II
| 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) | — | — | — | $1,317,140 | — | $1,317,140 | | Insurance Coverage(2) | — | — | — | $62,000 | — | $62,000 | | Club Membership(3) | — | — | — | 18,756 | — | $18,756 | | Automobile | — | — | — | $39,600 | — | $39,600 | | Vesting of Equity Awards(4) | — | — | — | $7,398,869 | — | — | | SERP Benefit(5) | $8,555,000 | $10,705,000 | $9,096,000 | $9,420,000 | — | — | | Total | $8,555,000 | $10,705,000 | $9,096,000 | $18,256,365 | — | $1,437,496 | | Mark A. Peabody | | | | | | | | Salary Continuation(1) | — | — | — | $554,917 | — | $554,917 | | Insurance Coverage(2) | — | — | — | $29,000 | — | $29,000 | | Club Membership(3) | — | — | — | — | — | — | | Automobile | — | — | — | — | — | — | | Vesting of Equity Awards(4) | — | — | — | $2,541,955 | — | — | | SERP II Benefit(5) | $5,913,000 | $6,302,000 | $6,315,000 | $6,315,000 | $6,110,000 | $6,110,000 | | Total | $5,913,000 | $6,302,000 | $6,315,000 | $9,440,872 | $6,110,000 | $6,693,917 |
SERP & SERP II
| (1) Salary continuation under a termination on a change of control would be two years for Mr. Gundermann and one year for Mr. Peabody. |
SERP & SERP II
| (2) For purposes of determining premiums for medical, life and disability coverage, the premiums paid in fiscal year 2025 are reflected. |
SERP & SERP II
| (3) For purposes of determining other perquisites, the amount paid in 2025 for club dues and auto expenses are reflected. |
SERP & SERP II
| (4) This is the value of outstanding, unvested stock options at December 31, 2025. The value was determined using December 31, 2025 Common Stock market price. |
SERP & SERP II
| (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. |
SERP & SERP II
The following table summarizes the value of the benefits received by Mr. Burney upon his retirement from the Company on January 3, 2025. In accordance with the terms of his Transition and Retirement Agreement, Mr. Burney received (i) incremental benefits resulting from the elimination of the early retirement decrement under the provisions of the SERP II, and (ii) accelerated vesting of certain outstanding time-based awards held by him. The values of the equity awards set forth in the table below are based upon our closing stock price of $19.35 on October 10, 2024, the day prior to the effective date of the Transition and Retirement Agreement.
SERP & SERP II
| | SERP II incremental benefits ($) | Acceleration of Stock- Based Awards ($) | Total ($) | | David Burney | $624,032 | $567,306 | $1,191,338 |
SERP & SERP II
| | 55 |
SERP & SERP II
The following table sets forth the aggregate information of the Company’s equity compensation plans in effect as of December 31, 2025.
SERP & SERP II
| 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 | 2,052,871(2) | $19.13 | 689,542(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,052,871 | $19.13 | 689,542 |
SERP & SERP II
| (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 PSUs or RSUs, which have no exercise price. |
SERP & SERP II
| (2) This number includes 305,374 shares subject to outstanding PSU awards and 358,085 shares subject to outstanding RSU awards, with the number of outstanding PSUs calculated at 100% of the target number of shares subject to each award. |
SERP & SERP II
| (3) This figure does not include the additional 2,250,000 shares that are included as part of the 2026 LTIP, for which shareholder approval is sought pursuant to Proposal 4 of this Proxy Statement. |
SERP & SERP II
| | 56 |