ASTRONOVA, INC. (NASDAQ:ALOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e)
On March13, 2017, the Compensation Committee of our Board of
Directors established performance criteria and goals for, and
target amounts payable under, our Senior Executive Short-Term
Incentive Plan (the STIP) for fiscal year 2018, for Gregory
Woods, our President and Chief Executive Officer, John Jordan,
our Vice President and Chief Financial Officer, Joseph OConnell,
our Vice President Business Development and former Chief
Financial Officer, and Michael Morawetz, our Vice President
International Branches. We refer to Messrs. Woods, Jordan,
OConnell, and Morawetz, collectively, as the participants.
The amounts payable under the STIP for fiscal year 2018 to each
of the participants is based on the achievement of corporate
performance goals as follows:
| 60% is tied to our fiscal year 2018 revenue; and |
| 40% is tied to our fiscal year 2018 operating income. |
Performance with respect to each specific performance goal will
be calculated independently to determine the amount of the award
for each performance goal (each, an Award Component). The total
award earned by a participant for fiscal year 2018 will be equal
to the sum of the separate Award Components determined for each
performance goal. The Award Components related to fiscal year
2018 revenue and operating income will be independently adjusted
by an Adjustment Factor as follows:
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If our fiscal year 2018 revenue exceeds the revenue performance goal, the Adjustment Factor for that Award Component will be 1plus20% for each $1million by which actual performance exceeds the performance goal, up to a maximum bonus of 250% of the target bonus allocated to that Award Component. If our fiscal year 2018 revenue is less than the revenue performance goal, the Adjustment Factor for that Award Component will be 1minus20% for each $1million by which actual performance is less than the revenue performance goal, such that no bonus will be paid under the STIP with respect to the revenue Award Component if our fiscal year 2018 revenue is less than the performance goal by $5million or more. |
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If our fiscal year 2018 operating income exceeds the |
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Component. If our fiscal year 2018 operating income is less |
The amount of a participants award under the STIP for fiscal year
2018 will be credited to a book account we maintain (the Award
Bank). The resultant balance in the participants account after
crediting the amount of award (the Bank Balance) will then be
used to determine the participants Payout Amount for the plan
year.
The Payout Amount is equal to the sum of (i)the lesser of (A)the
participants actual award for the plan year or (B)the
participants target award for the plan year (Base Award)
plus (ii)30% of the participants Bank Balance
(after deduction of the amount of the Base Award). Thus, only 30%
of the amount in excess of the target award will be paid out
currently and 70% of such excess will be banked and paid out in
subsequent years in accordance with the foregoing formula,
provided the participant remains employed by us.
If a participants employment is terminated for any reason other
than death, disability, or retirement, then the participant will
forfeit any interest in the participants Bank Balance. A
participants Bank Balance will vest in full and become
immediately payable in the event of termination of a participants
employment due to the participants death, disability or
retirement. A participants Bank Balance will also vest in full
and become payable if we undergo a change in control.
The following table sets forth, for each of the participants, the
percentage of base salary (the Target Award Percentage) that will
constitute the participants aggregate target award under the STIP
for fiscal year 2018.
|
Name |
TargetAwardPercentageforFiscal Year 2018 | |||
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Gregory Woods |
% | |||
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John Jordan |
% | |||
|
Joseph OConnell |
% | |||
|
Michael Morawetz |
% |
All payments and awards will be subject to the other provisions
and limitations of the STIP, including:
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Aggregate annual awards under the STIP may not exceed 15% of our consolidated operating income for the applicable fiscal year, determined without deduction for the payment of awards under the STIP. |
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Aggregate awards earned must be fully accounted for when determining whether a performance goal based upon operating income has been achieved. |
Also on March13, 2017, the Compensation Committee approved
adjustments to the salaries, effective as of April1, 2017, for
each of the participants, as follows:
|
Name |
AnnualSalary, EffectiveasofApril1,2017 |
|||
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Gregory Woods |
381,924 | |||
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John Jordan |
231,750 | |||
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Joseph OConnell |
150,000 | |||
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Michael Morawetz |
201,356 | (1) |
| (1) |
Cash compensation paid to Mr.Morawetz is paid in Euros. The amount reported above was converted to U.S. dollars at an assumed exchange rate of approximately 1:$1.058. |
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About ASTRONOVA, INC. (NASDAQ:ALOT)
AstroNova, Inc., formerly Astro-Med, Inc., designs, develops, manufactures and distributes a range of specialty printers, and data acquisition and analysis systems. The Company operates through two segments: QuickLabel and Test & Measurement (T&M). The Company offers both hardware and software, which incorporate technologies in order to acquire, store, analyze and present data in multiple formats. It sells specialty printing systems, and test and measurement systems under the brand names, including QuickLabel. The QuickLabel segment offers product identification and label printer hardware, software, servicing contracts and consumable products. The T&M segment offers a suite of products and services that acquire and record visual and electronic signal data from local and networked sensors, as well as wired and wireless networks. It serves markets, such as aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, and food and beverage. ASTRONOVA, INC. (NASDAQ:ALOT) Recent Trading Information
ASTRONOVA, INC. (NASDAQ:ALOT) closed its last trading session up +2.25 at 15.55 with 151 shares trading hands.
