Astronics Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

EQUITY COMPENSATION

EQUITY COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

The Company has equity compensation plans that authorize the issuance of restricted stock units or options for shares of Common Stock to directors, officers and key employees. Equity-based compensation is designed to reward long-term contributions to the Company and provide incentives for recipients to join and to remain with the Company. The exercise price of stock options, determined by a committee of the Board of Directors, is equal to the fair market value of the Common Stock on the grant date. Options become exercisable over periods not exceeding ten years and must be exercised within ten years from the grant date. The Company’s practice has been to issue new shares upon the exercise of the options.

The Company established its 2011 Incentive Stock Option Plan for the purpose of attracting and retaining executive officers and key employees, and to align management’s interest with those of the shareholders. At December 31, 2024, the Company had options outstanding for 124,143 shares under the plans.

The Company established the 2005 Directors Stock Option Plan for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors, and to align their interest with those of the shareholders. At December 31, 2024, the Company had options outstanding for 28,254 shares under the plans.

During 2017, the Company established the Astronics Corporation 2017 Long Term Incentive Plan for the purpose of attracting and retaining directors, executive officers and key employees, and to align management’s interest with those of the shareholders. The Long Term Incentive Plan contemplates the use of a mix of equity award types. For stock options, the exercise price is equal to the share price on the date of grant. Upon inception, the remaining options available for future grant under the 2011 Incentive Stock Option Plan and the 2005 Directors Stock Option Plan were rolled in the Long Term Incentive Plan, and no further grants may be made out of those plans. The Long Term Incentive Plan was amended and restated in May 2021. At December 31, 2024, the Company had stock options and RSUs outstanding that covered 1,963,720 shares under the Long Term Incentive Plan, and there were 278,560 shares available for future grant under this plan.

Stock compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Vesting requirements vary for directors, officers and key employees. In general, options or RSUs granted to outside directors vest six months from the date of grant and options granted to officers and key employees straight line vest over a three- to five-year period from the date of grant. RSUs granted to officers and key employees generally cliff vest three years from the date of grant.

The following table provides compensation expense information based on the fair value of stock options and RSUs for the years ended December 31 as follows:


(In thousands)	2024		2023		2022
Equity-based Compensation Expense	$	8,570	$	7,198	$	6,497
Tax Benefit	(1,564)		(1,259)		(1,068)
Equity-based Compensation Expense, Net of Tax	$	7,006	$	5,939	$	5,429

Tax benefit excludes the impact of valuation allowances recorded against deferred tax assets. In the fourth quarter of 2024, the Company entered into a Transition and Retirement Agreement with its former CFO, which granted certain benefits related to the retirement. Equity-based Compensation Expense includes $0.6 million related with accelerated RSU vesting pursuant to that Agreement.

Stock Options


	2024		2023		2022
Weighted Average Fair Value of the Options Granted	$	10.55	$	8.39	$	5.97

The weighted average fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:


	2024	2023	2022
Risk-free Interest Rate	4.13%	4.20% - 4.33%	3.48% - 3.62%
Dividend Yield	—%	—%	—%
Volatility Factor	0.61	0.58	0.61
Expected Life in Years	7 years	3 - 7 years	5 - 9 years

To determine expected volatility, the Company uses historical volatility based on weekly closing prices of its Common Stock and considers currently available information to determine if future volatility is expected to differ over the expected terms of the options granted. The risk-free rate is based on the U.S. Treasury yield curve at the time of grant for the appropriate term of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected term of stock options is based on vesting schedules, expected exercise patterns and contractual terms.

A summary of the Company’s stock option activity and related information for the year ended December 31 is as follows:


	2024
(Aggregate intrinsic value in thousands)	Options	Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1	1,410,984	$	19.47	$	—
Options Granted	75,800	$	16.55	$	—
Options Exercised	—	$	—	$	—
Options Forfeited / Expired	(65,291)	$	31.35	$	—
Outstanding at December 31	1,421,493	$	18.77	$	—
Exercisable at December 31	1,084,536	$	20.31	$	—

The aggregate intrinsic value in the preceding table represents the total pretax option holder’s intrinsic value, based on the closing stock price of the Company’s Common Stock which would have been received by the option holders had all option holders exercised their options as of that date. The closing stock price of the Company’s Common Stock was $15.96, $17.42 and $10.30 as of December 31, 2024, 2023 and 2022, respectively. As the stock price of $15.96 was below the weighted average exercise price, intrinsic value is zero.

The weighted average fair value of options vested during 2024, 2023 and 2022 was $7.30, $11.53 and $12.89, respectively. The total fair value of options that vested during the year amounted to $2.1 million, $3.0 million and $2.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, total compensation costs related to non-vested option awards not yet recognized amounts to $3.0 million and will be recognized over a weighted average period of approximately one year.

The following is a summary of weighted average exercise prices and contractual lives for outstanding and exercisable stock options as of December 31, 2024:


	Outstanding				Exercisable
Exercise Price Range	Shares	Weighted Average Remaining Life in Years	Weighted Average Exercise Price		Shares	Weighted Average Remaining Life in Years	Weighted Average Exercise Price
$9.74 – $16.55	945,850	7.5	$	12.44	608,894	7.2	$	11.68
$22.93 – $35.61	471,079	3.3	$	31.21	471,078	3.3	$	31.21
$45.89 – $45.89	4,564	0.2	$	45.89	4,564	0.2	$	45.89
	1,421,493	6.1	$	18.77	1,084,536	5.5	$	20.31

Restricted Stock Units

The fair value of each RSU granted is equal to the fair market value of the Company’s Common Stock on the date of grant. The RSUs granted to employees generally cliff vest three years from the date of grant, while RSUs granted to directors cliff vest six months from the date of grant.

A summary of the Company’s RSU activity and related information for the year ended December 31 is as follows:


	2024
	RSU Shares	Weighted Average Grant Date Fair Value
Unvested at January 1	654,160	$	11.05
Granted	295,496	$	18.91
Vested	(222,138)	$	16.77
Forfeited	(32,894)	$	14.61
Unvested at December 31	694,624	$	12.39

Included in total equity-based compensation expense for the year ended December 31, 2024 was $5.3 million related to RSUs. At December 31, 2024, total compensation costs related to non-vested awards not yet recognized amounts to $3.7 million and will be recognized over a weighted average period of approximately two years.

Employee Stock Purchase Plan

In addition to the stock options and RSUs discussed above, the Company has established the Employee Stock Purchase Plan to encourage employees to invest in the Company. The plan provides employees the opportunity to invest up to the IRS annual maximum of approximately $25,000 in the Company’s common stock at a price equal to 85% of the fair market value of the Company’s common stock, determined each October 1. Employees are allowed to enroll annually. Employees indicate the aggregate value of shares they wish to obtain through the program and their intention to pay for the shares through payroll deductions over the annual cycle of October 1 through September 30. Employees can withdraw anytime during the annual cycle, and all money withheld from the employees’ pay is returned. If an employee remains enrolled in the program, enough money will have been withheld from the employees’ pay during the year to pay for all the shares that the employee opted for under the program. At December 31, 2024, employees had subscribed to purchase 185,326 shares at $16.60 per share. The weighted average fair value of the options was approximately $5.02, $4.94 and $2.39 for options granted during the year ended December 31, 2024, 2023 and 2022, respectively.

The fair value for the options granted under the Employee Stock Purchase Plan was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:


	2024		2023		2022
Risk-free Interest Rate	3.96	%	5.49	%	4.01	%
Dividend Yield	—	%	—	%	—	%
Volatility Factor	0.41		0.56		0.50
Expected Life in Years	1.0		1.0		1.0