Pay vs Performance Disclosure
|
12 Months Ended |
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Pay vs Performance [Table Text Block] |
Required Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer
Protection 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 2022,
2021 and 2020. 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 31.
| |
2022
|
|
|
$1,640,327
|
|
|
$636,063
|
|
|
$723,885
|
|
|
$474,950
|
|
|
$36.85
|
|
|
$124.79
|
|
|
$(35,747,000)
|
|
|
2.4%
|
|
| |
2021
|
|
|
$2,452,637
|
|
|
$894,737
|
|
|
$900,929
|
|
|
$575,557
|
|
|
$42.93
|
|
|
$152.39
|
|
|
$(25,578,000)
|
|
|
7.1%
|
|
| |
2020
|
|
|
$2,784,517
|
|
|
$697,168
|
|
|
$1,012,628
|
|
|
$502,327
|
|
|
$47.33
|
|
|
$118.40
|
|
|
$(115,781,000)
|
|
|
10.6%
|
|
|
(1)
|
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.
|
|
(2)
|
The dollar amounts reported represent the “compensation actually paid” to Mr. Gundermann, who served as our PEO for each of
the fiscal years 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 are unlikely to 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 valuation assumptions used to calculate fair values on equity awards other than options are the same as those disclosed at the time of grant.
|
|
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:
|
| |
2022
|
|
|
$1,640,327
|
|
|
—
|
|
|
—
|
|
|
$(1,000,010)
|
|
|
$221,925
|
|
|
$(125,047)
|
|
|
$(101,132)
|
|
|
$636,063
|
|
| |
2021
|
|
|
$2,452,637
|
|
|
—
|
|
|
—
|
|
|
$(1,817,509)
|
|
|
$260,670
|
|
|
$(12,515)
|
|
|
$11,454
|
|
|
$894,737
|
|
| |
2020
|
|
|
$2,784,517
|
|
|
$(1,953,301)
|
|
|
—
|
|
|
$(200,346)
|
|
|
$134,615
|
|
|
$(26,967)
|
|
|
$(41,350)
|
|
|
$697,168
|
|
|
(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.
|
|
(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 are unlikely to 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 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:
|
b.
| |
2022
|
|
|
$723,885
|
|
|
—
|
|
|
$27,517
|
|
|
$(320,170)
|
|
|
$130,967
|
|
|
$(28,633)
|
|
|
$(58,616)
|
|
|
$474,950
|
|
| |
2021
|
|
|
$900,929
|
|
|
$(3,455)
|
|
|
$38,982
|
|
|
$(501,639)
|
|
|
$142,908
|
|
|
$(9,016)
|
|
|
$6,848
|
|
|
$575,557
|
|
| |
2020
|
|
|
$1,012,628
|
|
|
$(455,508)
|
|
|
$44,516
|
|
|
$(144,327)
|
|
|
$96,976
|
|
|
$(23,629)
|
|
|
$(28,329)
|
|
|
$502,327
|
|
|
(5)
|
Cumulative total shareholder return “TSR” is calculated using the volume-weighted average stock price over 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.
|
|
|
|
| Company Selected Measure Name |
Average Annual Adjusted EBITDA
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
(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.
|
|
|
|
| Peer Group Issuers, Footnote [Text Block] |
|
(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.
|
|
|
|
| PEO Total Compensation Amount |
$ 1,640,327
|
$ 2,452,637
|
$ 2,784,517
|
| PEO Actually Paid Compensation Amount |
$ 636,063
|
894,737
|
697,168
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
(2)
|
The dollar amounts reported represent the “compensation actually paid” to Mr. Gundermann, who served as our PEO for each of
the fiscal years 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 are unlikely to 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 valuation assumptions used to calculate fair values on equity awards other than options are the same as those disclosed at the time of grant.
|
|
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:
|
| |
2022
|
|
|
$1,640,327
|
|
|
—
|
|
|
—
|
|
|
$(1,000,010)
|
|
|
$221,925
|
|
|
$(125,047)
|
|
|
$(101,132)
|
|
|
$636,063
|
|
| |
2021
|
|
|
$2,452,637
|
|
|
—
|
|
|
—
|
|
|
$(1,817,509)
|
|
|
$260,670
|
|
|
$(12,515)
|
|
|
$11,454
|
|
|
$894,737
|
|
| |
2020
|
|
|
$2,784,517
|
|
|
$(1,953,301)
|
|
|
—
|
|
|
$(200,346)
|
|
|
$134,615
|
|
|
$(26,967)
|
|
|
$(41,350)
|
|
|
$697,168
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 723,885
|
900,929
|
1,012,628
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 474,950
|
575,557
|
502,327
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
(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 are unlikely to 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 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:
|
b.
| |
2022
|
|
|
$723,885
|
|
|
—
|
|
|
$27,517
|
|
|
$(320,170)
|
|
|
$130,967
|
|
|
$(28,633)
|
|
|
$(58,616)
|
|
|
$474,950
|
|
| |
2021
|
|
|
$900,929
|
|
|
$(3,455)
|
|
|
$38,982
|
|
|
$(501,639)
|
|
|
$142,908
|
|
|
$(9,016)
|
|
|
$6,848
|
|
|
$575,557
|
|
| |
2020
|
|
|
$1,012,628
|
|
|
$(455,508)
|
|
|
$44,516
|
|
|
$(144,327)
|
|
|
$96,976
|
|
|
$(23,629)
|
|
|
$(28,329)
|
|
|
$502,327
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
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.
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 other NEOs as compared to the Company’s cumulative TSR in 2020, 2021 and
2022.
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
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.
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) for 2020, 2021
and 2022.
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
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.
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 2020, 2021 and 2022.
|
|
|
| Total Shareholder Return Vs Peer Group [Text Block] |
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.
Company TSR versus Peer Group TSR
Our 1 year, 2 year, and 3-year Total Shareholder Return (“TSR”) compares lower
than the S&P 500 Index - Total Return TSR and was at (-52.67%), (-57.07%), and (-63.15%) respectively. TSR is calculated using the volume-weighted average stock price over a 2019-2022 performance period.
These Pay Versus Performance metrics are based on the Company’s TSR on a relative
basis against the S&P 500 Index - Total Return. The graph below shows the Company’s cumulative TSR over the three-year period ending with December 31, 2022 as compared to the S&P 500 Index.
|
|
|
| Tabular List [Table Text Block] |
Most Important Performance Measures
The performance measures that Astronics Corporation uses in our executive
compensation program are selected based on the objective of incentivizing NEOs to achieve long-term, sustainable growth in shareholder value. As required by
Item 402(v) of Regulation S-K, we have identified the following financial
performance measures as being the most important in linking actual compensation paid to executives to the Company’s performance:
| |
Average Annual Adjusted EBITDA as a Percentage of Average Annual Revenue Over a Three-Year Period
|
|
| |
Pre-Tax Income
|
|
| |
Sales Growth Over the Most Recent Two- or Three-Year Period
|
|
|
|
|
| Total Shareholder Return Amount |
$ 36.85
|
42.93
|
47.33
|
| Peer Group Total Shareholder Return Amount |
124.79
|
152.39
|
118.4
|
| Net Income (Loss) |
$ (35,747,000)
|
$ (25,578,000)
|
$ (115,781,000)
|
| Company Selected Measure Amount |
0.024
|
0.071
|
0.106
|
| PEO Name |
Mr. Gundermann
|
Mr. Gundermann
|
Mr. Gundermann
|
| Measure [Axis]: 1 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Average Annual Adjusted EBITDA as a Percentage of Average Annual Revenue Over a Three-Year Period
|
|
|
| Non-GAAP Measure Description [Text Block] |
|
(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.
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Pre-Tax Income
|
|
|
| Measure [Axis]: 3 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Sales Growth Over the Most Recent Two- or Three-Year Period
|
|
|
| PEO [Member] | Change in Pension Value and Non Qualified Deferred Compensation Earnings [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ (1,953,301)
|
| PEO [Member] | Pension Service Costs Attributable to the Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| PEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(1,000,010)
|
(1,817,509)
|
(200,346)
|
| PEO [Member] | Year End Fair Value of Equity Awards Granted During Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
221,925
|
260,670
|
134,615
|
| PEO [Member] | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(125,047)
|
(12,515)
|
(26,967)
|
| PEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(101,132)
|
11,454
|
(41,350)
|
| Non-PEO NEO [Member] | Change in Pension Value and Non Qualified Deferred Compensation Earnings [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
(3,455)
|
(455,508)
|
| Non-PEO NEO [Member] | Pension Service Costs Attributable to the Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
27,517
|
38,982
|
44,516
|
| Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(320,170)
|
(501,639)
|
(144,327)
|
| Non-PEO NEO [Member] | Year End Fair Value of Equity Awards Granted During Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
130,967
|
142,908
|
96,976
|
| Non-PEO NEO [Member] | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(28,633)
|
(9,016)
|
(23,629)
|
| Non-PEO NEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ (58,616)
|
$ 6,848
|
$ (28,329)
|
