UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ASTRONOVA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AstroNova, Inc.

600 East Greenwich Avenue

West Warwick, Rhode Island 02893

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 17, 2017

June 2, 2020

To the Shareholders of AstroNova, Inc.:

Notice is hereby given that the 20172020 Annual Meeting of Shareholders of AstroNova, Inc. (the “Company”) will be held at the offices of the Company, 600 East Greenwich Avenue,Foley HoagLLP, Seaport West, Warwick, Rhode Island155 Seaport Boulevard, Boston, Massachusetts on Wednesday, May 17, 2017,Tuesday, June 2, 2020, beginning at 10:00 a.m., for the following purposes:

The close of business on March 24, 2017April 3, 2020 has been fixed as the record date for determining shareholders entitled to attend or vote at the annual meeting or any adjournment thereof.

You may vote on these matters in person or by proxy or via the Internet or telephone.proxy. Whether or not you plan to attend the meeting, please promptly complete and return the enclosed proxy card in the enclosed addressed, postage-paid envelope or vote via the Internet or telephone, so that your shares will be represented and voted at the meeting in accordance with your wishes. If you attend the meeting, you may withdraw your proxy or Internet or telephone vote and vote your shares in person.

The Company is mindful of the impact of the currentCOVID-19 pandemic, and the well-being of the Company’s shareholders, employees, officers, directors and other stakeholders is its primary concern during this time. While the Company currently intends to hold anin-person Annual Meeting of Shareholders, if it is unable or determines that it is not in the best interests of all affected stakeholders to do so, it will make arrangements for shareholders to be able to attend and vote at the meeting via the Internet and promptly announce that decision. Any such announcement will include detailed information as to how shareholders may remotely participate in the meeting.

May 1, 2020

April 13, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2017.JUNE 2, 2020.

The Company’s Proxy Statement, form of proxy card, and Annual Report are available for viewing,

printing and downloading at:

http://www.proxyvote.comwww.proxydocs.com/ALOT

This website does not use “cookies” to track or identify visitors.visitors

AstroNova, Inc.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

May 17, 2017

The Meeting

June 2, 2020

The 2017Meeting

The 2020 annual meeting of shareholders of AstroNova, Inc. (the “Company”) will be held at 10:00 a.m., local time, on Wednesday, May 17, 2017Tuesday, June 2, 2020 at the offices of the Company, 600 East Greenwich Avenue,Foley HoagLLP, Seaport West, Warwick, Rhode Island.155 Seaport Boulevard, Boston, Massachusetts. At the meeting, shareholders of record on the record date for the meeting who are present or represented by proxy will have the opportunity to vote on the following matters:

Solicitation and Revocation of Proxies

TheThis proxy statement and the accompanying proxy is solicited by thecard are expected to be first sent to shareholders on or about May 1, 2020.

The Board of Directors (the “Board”) of the Company is soliciting proxies in connection with its 20172020 annual meeting of shareholders. The Company will bear the cost of such solicitation. It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by directors, officers, and employees of the Company at nominal cost. The Company may reimburse brokerage houses and other custodians, nominees and fiduciaries holding stock for others in their names, or in those of their nominees, for their reasonableout-of-pocket expenses in sending proxy material to their principals or beneficial owners and obtaining their proxies. Any shareholder giving a proxy

The Company has engaged The Proxy Advisory Group, LLC to assist in the powersolicitation of proxies and provide related advice and informational support. The Company expects to revoke it at any time prior to its exercise, but the revocation of a proxy willpay The Proxy Advisory Group, LLC fees and disbursements which are not be effective until notice thereof has been given to the Secretary of the Company. Every properly submitted proxy will be voted in accordance with the specification made thereon. This proxy statement and the accompanying proxy are expected to be first sent to shareholders on or about April 18, 2017.exceed $12,500 in the aggregate.

Who May Vote

The Board has established March 24, 2017April 3, 2020 as the record date for the annual meeting. Only shareholders of record at the close of business as of that date will be entitled to attend or vote at the annual meeting. On the record date, there were 7,525,0467,096,596 shares of common stock of the Company outstanding. There was no other outstanding class of voting securities.

A list of shareholders entitled to vote will be available at the annual meeting. In addition, you may contact John Jordan,David S. Smith, at the Company’s offices located at 600 East Greenwich Avenue, West Warwick, Rhode Island, to

make arrangements to review a copy of the shareholder list at those offices, between the hours of 9:00 a.m. and 5:00 p.m., local time, on any business day from May 5, 201722, 2020 to the time of the annual meeting.

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How to Vote

You are entitled to one vote at the meeting for each share of common stock registered in your name at the close of business on the record date for the meeting. YouIf you are a shareholder of record, that is you have a stock certificate or hold your shares in an account with our transfer agent, Computershare, you may vote your shares at the meeting in person or by proxy or via mail, the Internet, or the toll-free number (for residents of the United States and Canada) listed on your proxy card.

If any other business properly comes before the meeting, then the designated persons will have the discretion, to the extent authorized by applicable rules and regulations, to vote all shares they own or represent by proxy in any manner they deem appropriate.

If you vote by proxy, or viawhether by mail, the Internet or telephone, you may revoke your voteproxy at any time before it is exercised by taking one of the following actions:

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Shares Held by Brokers or Nominees

If the shares you own are held in “street name” by a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokers also offer the option of providing voting instructions to them over the Internet or by telephone, directions for which would be provided by your brokerage firm on your vote instruction form.

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Under stock exchange rules applicable to most brokerage firms, if you do not give instructions to your broker, your broker will be permitted to vote any shares it holds for your account in its discretion with respect to “routine” proposals, but will not be allowed to vote your shares with respect to “non-routine”“non-routine” proposals.Proposal 1, regarding the election of Directors, and Proposal 2, regarding the approval, on an advisory,non-binding basis, of the Company’s executive compensation, are “non-routine”“non-routine” proposals. If you do not instruct your broker how to vote with respect to these proposals, your broker will not vote your shares on them and your shares will be recorded as “brokernon-votes” and will not affect the outcome of the vote on those proposals. “Brokernon-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that, while voting in its discretion on one matter, it does not have or did not exercise discretionary authority to vote on another matter.

Proposal 3, regarding the ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2018,2021, is considered to be a routine item under the applicable rules and your broker will be able to vote on this item even if it does not receive instructions from you, so long as your broker holds your shares in its name.

If a broker or nominee holds shares of common stock in “street name” for your account, then this proxy statement may have been forwarded to you with a voting instruction card, which allows you to instruct the broker or nominee how to vote your shares on the proposals described herein. To vote by proxy or instruct your broker how to vote, you should follow the directions provided with the voting instruction card.In order to have your vote counted on Proposal 1 and Proposal 2, you must either provide timely voting instructions to your broker or obtain a properly executed proxy from the broker or other record holder of the shares that authorizes you to act on behalf of the record holder with respect to the shares held for your account.

Votes Required to Transact Business at the Meeting

The holders of a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the meeting. Abstentions and brokernon-votes are counted as present and entitled to vote for purposes of determining a quorum.

If You Receive More Than One Proxy Card or Voting Instruction Form

If you hold your shares in multiple accounts or registrations, or in both registered and street name, you will receive a proxy card or voting instruction form for each account. Please sign, date and return all proxy cards you receive from the Company. If you choose to vote by proxy via the telephone or the Internet, please vote once for each proxy card you receive. Only your latest dated proxy for each account will be voted.

Multiple Shareholders Sharing the Same Address

If you and other residents at your mailing address own shares of the Company’s common stock through a broker or other nominee, you may have elected to receive only one copy of this proxy statement and the Company’s Annual Report for its fiscal year 2017 Annual Report.ended January 31, 2020 (“fiscal year 2020”). If you and other residents at your mailing address own shares of common stock in your own names, you may have received only one copy of this proxy statement and the fiscal year 20172020 Annual Report, unless you provided the Company’s transfer agent with contrary instructions.

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This practice, known as “householding,” is designed to reduce the Company’s printing and postage costs. You may promptly obtain an additional copy of this proxy statement, enclosed proxy card and our fiscal year 20172020 Annual Report by sending a written request to AstroNova, Inc., attention Investor Relations Department, 600 East Greenwich Avenue, West Warwick, Rhode Island 02893, or by calling the Company’s investor relations department at617-542-5300. If you hold your shares through a broker or other nominee and wish to discontinue householding or to change your householding election, you may do so by contacting your broker or by calling (800) 542-1061800-542-1061 or writing to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717. If you hold shares in your own name and wish to discontinue householding or change your householding election, you may do so by calling (877) 373-6374877-373-6374 or writing to Computershare Investor Services at P.O. Box. 43078, Providence, RI 02940-3078.

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Directions to the Company’s offices

Annual Meeting

The annual meeting will be held at the Company’s offices 600 East Greenwich Avenue,of Foley HoagLLP, Seaport West, Warwick, Rhode Island.155 Seaport Boulevard, Boston, Massachusetts. For those planning to attend the specialannual meeting, directions to ourFoley Hoag’s offices can be found underat www.proxydocs.com/ALOT. While the heading “Contact Us” on our website.Company plans to have anin-person Annual Meeting of Shareholders, if it is unable or determines that it is not in the best interests of all affected stakeholders to do so, it will make arrangements for shareholders to be able to attend and vote at the meeting via the Internet and promptly announce that decision. Any such announcement will include detailed information as to how shareholders may remotely participate in the meeting.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the annual meeting, sevensix directors are to be elected to hold office until the next annual meeting orand until their respective successors are elected and qualified. The persons named in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed, for the election to the Board of the persons named below. The biographies below contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE BOARD’S SIX NOMINEES FOR DIRECTOR.

Graeme MacLetchieJean A. Bua, 79, is a private investor and was a director of Deutsche Bank Alex Brown (Private Client Division), an investment banking and brokerage services company for private wealth and asset management, from November 1995 until his retirement in March 2010. Prior to this, Mr. MacLetchie was Senior Vice President of C. J. Lawrence Deutsche Bank Securities Corporation from 1970 to 1995. He has been a director of the Company since 2002 and also served as a director of E-Sync Networks Inc., a provider of managed enterprise services and solutions to medium and large businesses, from 1994 to 1999. We believe that Mr. MacLetchie’s substantial experience in the financial sector and knowledge of the financial, regulatory, corporate governance and other matters affecting public companies qualify him to serve on our Board.

April L. Ondis, 43,61, has been a director since November 2015. Since January 2017,2018. Ms. OndisBua has served as DirectorExecutive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer of MarketingNetScout Systems, Inc., a provider of real-time operational intelligence and performance analytics for Mt. Wachusett Community College. Fromservice assurance and cyber security solutions, since September 2015. Prior to assuming her current role at NetScout Systems, Inc., Ms. Bua served as that company’s Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer from November 2011 until September 2015 and Vice President, Finance from September 2010 until November 2011. Prior to January 2017,her tenure at NetScout Systems, Inc., Ms. OndisBua served as Executive Vice President, Finance & Treasurer of American Tower Corporation from 2005 to 2010 and served in various roles at Iron Mountain, Inc. from 1996 to 2005, most recently as Senior Vice President, Chief Accounting Officer and Worldwide Controller. Previously, she held senior positions at Duracraft Corp. and Keithley Instruments. Ms. Bua has also served as a Marketing Manager for Crossref,management consultant at Ernst & Young and an auditor at KPMG. Since May 2017, she has served on the board of directors of CoreSite Realty Corporation, a collaborative reference linking service operated by Publishers International Linking Associations, Inc. Prior to joining Crossref, Ms. Ondis held a varietyprovider of marketing-related positions withdata center and interconnection solutions across the Company, including Applied Marketing Manager from January 2015 to August 2015, Worldwide Marketing Director from 2005 through December 2014 and Marketing Assistant from 1998 to 2005.United States. We believe that Ms. Ondis’ substantial knowledge of the marketsBua’s expertise and experience in which the Company operatespublic company accounting and extensive knowledge of the Company’s customer relationshipsfinancial management qualify her to serve on our Board.

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Everett V. Pizzuti, 80, served as Chief Executive Officer of the Company from June 2011 to January 31, 2014. Prior to serving as Chief Executive Officer of the Company, Mr. Pizzuti was its President and Chief Operating Officer from 1971 to June 2011. Mr. Pizzuti has also been a director of the Company since 1985. Prior to 1971, he served as General Sales Manager of the Recorder Division of Gulton Industries. Through his long service with the Company, Mr. Pizzuti has an intimate knowledge of the Company’s products and markets and is able to provide our Board with insight and advice related to the Board’s decisions. Based on this experience, we believe that Mr. Pizzuti is qualified to serve on our Board.

Mitchell I. Quain, 65,68, has been a director since August 2011. Mr. Quain has served ason the Executive Council of American Securities, Inc., a private equity firm, since January 2020. From December 2011 to December 2019, Mr. Quain was a Senior Advisor at the Carlyle Group, a private equity firm since December 2011.Carlyle Group. From January 2010 through December 2011, Mr. Quain was a Partner at One Equity Partners, a private investment firm. From 2006 through 2009, he was a Senior Director of ACI Capital Corp. From 2002 through 2005, Mr. Quain served as Chairman of Register.Com, Inc., an internet services provider, and from 1997 to 2001 he was employed with ABN AMRO and its predecessors in several capacities, including Vice Chairman of Investment Banking. Mr. Quain also serves as a director of Hardinge Inc.,Digirad Corporation, a global designer, manufacturerprovider of mobile healthcare solutions and distributor of machine tools, RBC Bearings, Inc., an international manufacturerdiagnostic imaging equipment and marketer of highly engineered precision plain, roller and ball bearings,services, and Jason Industries, Inc., a manufacturing company operating in the seating, finishing, acoustics and components businesses. Mr. Quain previously served as a director of DeCrane Aircraft Holdings, Inc., Handy & Harman Ltd., Hardinge Inc., HEICO Corporation, MagneTek, Inc., Mechanical Dynamics, Inc., RBC Bearings, Inc., Register.com, Inc., Tecumseh Products Company, Titan International, Inc., and Tecumseh Products Company.Xerium Technologies, Inc. We believe that Mr. Quain’s extensive experience in the private equity sector and public company experience qualify him to serve on our Board.

Yvonne E. Schlaeppi, 60, has been a director since April 2018. Since 2011, Ms. Schlaeppi has served as a Managing Partner of Stratevise LLC, an international strategic advisory firm that she cofounded. From 2016 through 2019, Ms. Schlaeppi served on the board of directors of Stallergenes Greer plc, a pharmaceutical company traded on the Euronext Paris exchange. Ms. Schlaeppi served on the Special Committee of Independent Directors of Stallergenes Greer in connection with its going-private transaction in 2019. From 2014 to 2015, Ms. Schlaeppi served on the boards of directors of allergy immunotherapy companies, Ares Allergy Holdings Inc. and Greer Laboratories, Inc. Since 2015 Ms. Schlaeppi has been a member of the external advisory committee to the Channing Division of Network Medicine of Brigham and Women’s Hospital in Boston.

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Ms. Schlaeppi has been recognized as a Board Leadership Fellow by the National Association of Corporate Directors beginning in 2017. Prior to founding Stratevise, Ms. Schlaeppi served as General Counsel at Global Enterprise Technologies, Passport & ID, a high-security document printing solutions provider and systems integrator, from 2007 to 2011 and as Executive Vice President, General Counsel and Corporate IP Officer at Organon BioSciences, a global pharmaceutical, animal health and biotech group based in the Netherlands, from 2006 to 2007. From 1999 to 2006 Ms. Schlaeppi was a partner at the Boston-based law firm of Palmer & Dodge LLP, where she served as Chairperson of that firm’s International Practice Group. From 1995 to 1998 Ms. Schlaeppi served in senior positions at Johnson Controls, Inc., a NYSE-listed diversified industrial company, including as General Counsel Europe. We believe that Ms. Schlaeppi’s extensive experience in international business and corporate governance, as well as relevant industry experience, qualify her to serve on our Board.

Harold Schofield 75,, 78, has been a director since May 2012. Since 2004, Mr. Schofield has been the owner and manager of Schofield Imaging Associates, LLC, in Narragansett, Rhode Island, since 2004, and since Januarybetween 2017 hasand 2019, served as interim chief executive officerChief Executive Officer of NuLabel Technologies, Inc., a developer and provider of adhesive solutions for labeling and decorating applications. Prior to founding Schofield Imaging Associates, LLC, Mr. Schofield was Founder, President and CEO of Atlantek Incorporated (“Atlantek”), a manufacturer of thermal printers, and retired as Vice President and General Manager of Zebra Atlantek, Inc. following the acquisition of Atlantek by Zebra Technologies Corp. in November 2003. Prior to founding Atlantek, Mr. Schofield was Design Engineering Manager at Gulton Industries where he was responsible for design and development of thermal printers, plotters, and chart recorders. Mr. Schofield is an internationally recognized authority in the electronic printing field. We believe that Mr. Schofield’s long history and expertise in the printing and imaging field qualify him to serve on our Board.

Hermann VietsRichard S. Warzala, Ph.D.66, has been a director since December 2017. He is the President, Chief Executive and Chairman of the Board of Directors of Allied Motion Technologies, Inc. (“Allied Motion”), 74, serveda developer of advanced motion control products and systems, and has more than 40 years of leadership experience and a strong technical background in the industrial, aerospace and commercial industries. He joined Allied Motion as thePresident and Chief Operating Officer in 2002. Mr. Warzala was elected a director of Allied Motion in 2006, appointed President and Chief Executive Officer in 2009, and elected as the Chairman of the Milwaukee SchoolAllied Motion’s board of Engineering, a university locateddirectors in Milwaukee, Wisconsin focused primarily on engineering education, from 1991 until his retirement2014. Allied Motion designs, manufactures and sells precision and specialty motion control components and systems in June 2015markets including Vehicle, Medical, Aerospace & Defense, and continues to serve on the BoardIndustrial/Electronics. Before joining Allied Motion, Mr. Warzala was President of RegentsDanaher Corporation’s Motion Components Group and served in various senior positions at American Precision Industries Inc., including Corporate Vice President and President of that institution. Dr. Viets served as a director of Gehl Co., a publicly traded manufacturing company, from 1999 until its acquisition by Manitou BF S.A. in 2008. Dr. Viets was also a trustee of Polytechnic University (a private engineering school located in Brooklyn, NY) until 2009. Dr. Viets has been a director of the Company since 1988.API Motion Division. We believe that Dr. Viets’ executiveMr. Warzala’s technology background and international industry experience, as president of a universitytogether with his corporate governance expertise, business insights and as a director of another public company and hisdeep understanding of the Company’s products as well as corporate governance matterslean manufacturing principles, qualify him to serve on our Board.

Gregory A. Woods, 58,61, has served as Chief Executive Officer of the Company since February 1, 2014 and as a director since January 2014. Mr. Woods joined the Company in September 2012 as Executive Vice President and Chief Operating Officer and was appointed President and Chief Operating Officer on August 29, 2013. Prior to joining the Company,

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Mr. Woods served from January 2010 to August 2012 as Managing Director of Medfield Advisors, LLC, an advisory firm located in Medfield, Massachusetts focused on providing corporate development and strategy guidance to technology driven manufacturing firms. From 2008 to 2010, Mr. Woods served as President of Performance Motion Devices, a specialty semiconductor and electronics manufacturer located in Lincoln, Massachusetts. Through his work experience, Mr. Woods has extensive knowledge of the technology and electronics industries, as well as lean manufacturing processes. Based on this experience and his position as Chief Executive Officer of the Company, we believe that Mr. Woods is qualified to serve on our Board.

The Board has determined that all of the directors of the Company, including each of the nominees standing for election at the 20162020 annual shareholders meeting, other than Gregory A. Woods, Everett V. Pizzuti and April L. Ondis, are independent of the Company in that such nominees have no material relationship with the Company either directly or as a partner, shareholder or affiliate of an organization that has a relationship with the Company. The Board has made this determination in accordance with applicable Securities and Exchange Commission (“SEC”) rules and NASDAQ listing standards.

Each of the6

The directors mustwill be elected by a plurality of the votes properly castof the shares entitled to vote on the election of directors and present in person or represented by proxy at the annual meeting. This means that the sevensix nominees receiving the highest number of FOR votes will be elected as directors. Votes may be cast FOR or WITHHELD FROM each nominee. Brokernon-votes and votes that are WITHHELD FROM the nominees will be excluded entirely from the vote and will have no effect.

The Board recommends a vote FOR the election of each of the nominees listed above.

CORPORATE GOVERNANCE

The Board of Directors – Meetings and Committees

The Board currently consists of sevensix members, all of whose terms will expire at the annual meeting and each of whom has been nominated by the Board forre-election. During the fiscal year ended January 31, 2017,2020, the Board held [five]six meetings. During fiscal year 2017,2020, each director attended all directors attended at least 75% of the meetings of the Board and meetings of committees on which such director serves. served.

The Board has adopted a policy that requires members of the Board to make every effort to attend each annual shareholders meeting. All members of the Board then serving attended the 20162019 annual shareholders meeting.

The Board currently has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The members and chairs of each of those committees are appointed each year. The Audit Committee is comprised of Messrs. MacLetchie,Ms. Bua, Mr. Quain, Ms. Schlaeppi and Mr. Schofield. The Nominating and Governance Committee is comprised of Dr. VietsMs. Bua, Mr. Quain, Ms. Schlaeppi, Mr. Schofield and Messrs. MacLetchie and Quain.Mr. Warzala. The Compensation Committee is comprised of all of our independent directors, Dr. VietsMessrs. Quain, Schofield and Messrs. MacLetchie, Quain, and Schofield.Warzala. Each of the members of our committees is independent as defined under the applicable NASDAQ listing standards and SEC rules. Each of the Audit, Compensation, and Nominating and Governance Committees has a written charter approved by the Board. A copy of each charter is available on the Company’s website at www.astronovainc.com under “Investors – Corporate Governance – Governance Documents.”

Audit Committee. The Audit Committee’s primary duties and responsibilities include: overseeing the integrity of the Company’s financial reports;reports, appointing, setting the compensation of and overseeing the Company’s independent accountants;accountants, and assessing the qualifications, independence and performance of the

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Company’s independent accountants and the adequacy of internal controls. The Audit Committee meets with the Company’s independent accountants to review quarterly financial results, the results of the audit, and other relevant matters. Mr. MacLetchie serves as Chairman of theThe Audit Committee which held fiveseven meetings during the fiscal year ended January 31, 2017.2020. The Board has determined that all three members of the Audit Committee during fiscal year 2020 satisfy the financial literacy requirements of the NASDAQ listing standards and are independent as defined under the NASDAQ listing requirements and applicable SEC rules. Additionally, the Board has determined that Mitchellthat each of Ms. Bua and Mr. Quain qualifies as an “audit committee financial expert” as defined by the SEC rules and that each of Mr. Quain and Graeme MacLetchie possesses “financial sophistication” as described in the NASDAQ listing standards.

Compensation Committee. The Compensation Committee assists the Board in discharging the Board’s responsibilities relating to director and executive compensation. The Compensation Committee’s responsibilities include: establishing and reviewing the Company’s executive and director compensation philosophy, strategies, plans and policies; making recommendations with respect to the design of the Company’s incentive compensation plans and equity based plans; granting awards under such plans and overseeing generally the administration of such plans; evaluating the performance and determining the compensation of the Chief Executive Officer; and reviewing and approving recommendations on compensation of other executives. Mr. Quain serves as chairman of theThe Compensation Committee which held fourseven meetings during the fiscal year ended January 31, 2017.2020.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible forassists the Board in fulfilling its nomination and corporate governance responsibilities. The Nominating and Governance

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Committee’s responsibilities include: (i) advising the Board concerning appropriate composition of the Board and its committees, including identifying individuals qualified to be members ofserve on the Board and its committees, recommending suchto the Board individuals to be nominated by the Board for election to the Board by the shareholders.shareholders or, in appropriate circumstances, elected by the Board to fill vacancies on the Board, (ii) advising the Board regarding appropriate governance practices and assisting the Board in achieving them, and (iii) overseeing and reporting to the Board concerning the periodic evaluation of the Board, each committee of the Board and members of the Board. The Nominating and Governance Committee is also charged with advising the board regarding applicable standards to be used in determining the independence of the directors serving on the Board, reviewing and making recommendations to the Board regarding the Company’s corporate governance policies, overseeing the Company’s director education and onboarding programs, and reviewing and monitoring the Company’s executive officer succession plans. The Nominating and Governance Committee held three meetings in the fiscal year ended January 31, 2017. Dr. Viets serves as chairman of the Nominating Committee.2020.

Director Share Ownership Requirements.Requirements In March 2015, the Board approved. The Company has a stock ownership policy to requirethat requires each director to hold shares of Company common stock with a value equal to at least $200,000. Any director who does not currently meet this requirement will have five years from the laterdate of April 1, 2015 or his or her initial election to the Board to achieve this ownership level. Directors are expected to retain at least 50% of the shares acquired upon exercise of any stock option (net of any shares withheld or tendered infor payment of the exercise price)taxes) or vesting of a restricted stock or restricted unit award until they achieve the specified ownership level and thereafter maintain such ownership level. Currently, all of our directors meet the ownership requirement.requirement, with the exception of Ms. Bua, who was appointed to the Board in November 2018, Ms. Schlaeppi, who was appointed to the Board in April 2018, and Mr. Warzala, who was appointed to the Board in December 2017.

Compensation Committee Interlocks and Insider Participation

During the fiscal 2017, the members ofyear ended January 31, 2020, Messrs. Quain, Schofield, and Warzala served on the Company’s Compensation Committee were Messrs. MacLetchie, Quain, Schofield, and Viets.Committee. No member of the Company’s Compensation Committee who currently serves or who served during fiscal year 2020 has ever been an officer or employee of the Company or any of its subsidiaries. None of the Company’s executive officers serves as a director or member of the compensation committee of another entity in a case where an executive officer of such other entity serves as a director of the Company or a member of the Company’s Compensation Committee.

Nomination of Directors

The Nominating and Governance Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. TheAs part of its ongoing succession planning, the Nominating and Governance Committee does not set specific criteriamakes periodic recommendations to the Board regarding the desired characteristics for potential directors, butincluding with respect to competencies, special knowledge or expertise, experience of members, diversity and age. In all cases, the Nominating and Governance Committee seeks individuals who possess the highest ethical standards and integrity, have a history of achievement that reflects

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superior standards for themselves and others, have the ability to provide wise, informed and thoughtful counsel to management on a range of issues, exercise independence of thought, and possess skills and expertise appropriate to meet the Company’s needs and advance the long-term interests of the shareholders. TheWhile the Nominating and Governance Committee does not have a specific policy with respect to diversity, it considers diversity with respect to viewpoints, accomplishments, skills and does not specifically consider issues of diversity,experiences, among other factors such as gender, race, national origin or sex, whenand age, in its evaluation of candidates for Board membership. In considering candidates for the Board, the Nominating and Governance Committee considers the entirety of each candidate’s credentials in determining whether the candidate would bring a valuable perspective to nominate any person to be a director of the Company.

Board.

The Nominating and Governance Committee must also ensure that members ofmonitors the Board as a group maintainBoard’s compliance with the requisite qualifications under the NASDAQ listing standards for populating the Audit, Compensation, and Nominating and

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Governance Committees. The Nominating and Governance Committee will consider shareholder nominees for director in the same manner as nominees for director from other sources.

Shareholders may send recommendations for director nominees to the Nominating and Governance Committee at the Company’s offices at 600 East Greenwich Avenue, West Warwick, Rhode Island 02893. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness to serve as a director. In addition, Section 10 of Article III of the Company’sBy-Laws sets forth specific procedures that, if followed, enable any shareholder entitled to vote in the election of directors to make nominations directly at an annual meeting of shareholders. These procedures include a requirement for written notice to the Company not more than 150 days nor less than 60 days prior to the scheduled annual meeting, andwhich must contain the name and certain information concerning the nominee and the shareholders who support the nominee’s election. For the annual meeting to be held in 2018,2021, the notice must be received no earlier than December 16, 201719, 2020 and no later than March 16, 2018.19, 2021. A copy of the Company’sBy-Laws may be obtained by writing to AstroNova, Inc., Attn: Investor Relations Department, 600 East Greenwich Avenue, West Warwick, Rhode Island 02893.

Communications with the Board of Directors

The Company’s Board provides a process for shareholders to communicate directly with the members of the Board or the individual chairman of each standing committee. Any shareholder with a concern, question or complaint regarding our compliance with any policy or law, or who would otherwise like to contact the Board, may communicate directly with the directors by writing directly to those individuals c/o AstroNova, Inc., 600 East Greenwich Avenue, West Warwick, Rhode Island 02893. The Company’s general policy is to forward, and not to intentionally screen, any mail received at the Company’s corporate offices that is sent directly to an individual unless the Company believes the communication may pose a security risk.

Board Leadership Structure

All members of the Board, other than Gregory A.Mr. Woods, April L. Ondis, and Everett V. Pizzuti, are independent and all our key committees – Audit, Compensation, and Nominating and Governance – are, and during the fiscal year ended January 31, 2020 were, comprised solely of independent directors. Thenon-management directors meet in executive session without Mr. Woods, Ms. Ondis, and Mr. Pizzuti at least quarterly.quarterly in order to promote discussion among the independent directors and assure independent oversight of management.

A key component of our leadership structure is the active role played by our independent directors in overseeing the Company’s business, both at the Board and Committee level. All of our directors are free to suggest the inclusion of items on the agenda for meetings of the Board or to raise subjects that are not on the agenda for that meeting. In addition, our Board and each committee have complete and open access to any member of management and the authority to retain independent legal, financial, and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. Moreover, our Audit Committee, Compensation Committee and the Nominating and Governance Committee, all of which are comprised entirely of independent directors, also perform oversight functions independent of management.

Lead Independent Director. Since the passing of the Company’s former Chairman of the Board in 2017, our Board has not elected a new Chairman. However, in August 2019, the Board elected Mr. Warzala as its lead independent director. In that capacity, among other things, Mr. Warzala serves as a liaison between the independent directors and the Company’s management and as the chair of executive sessions of the independent directors. The Board believes that separatingin light of the positions of Chief Executive Officer and Chairmanrelatively small size of the Board is preferable and in the best interestsactive involvement by all of shareholders because it gives our independent directors a significant role in Board direction and agenda setting and enhancesboth the Board’s ability to fulfill its oversight responsibilities, including of senior management. Separating the positions also provides an independent viewpoint and focus at Board meetings, and ensures that our Chief Executive Officer will be able to focus his energy on running the

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Company. The Board believes this structure provides strong leadership for the Board, while also positioning the Chief Executive Officer as the leader of the Company inand the eyesconduct of our customers, employees,the Board’s meetings and shareholders.deliberations, including the establishment of the Board’s agenda for its meetings, the Board’s current leadership structure is appropriate for the Company at this time. The Board intends to continue to review its leadership structure, including the role of the lead independent director.

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Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks through a program of sound policies, systems, processes, and reports. The Audit Committee of the Board has oversight responsibility over financial reporting and disclosure processes, compliance and legal matters, and information security and fraud risk. The Audit Committee also monitors controls forto prevent material weaknesses in the financial reporting function. The Audit Committee meets regularly with our Chief Financial Officer and Controller in carrying out these responsibilities, and with the Company’s independent auditors in executive session.

The Compensation Committee of the Board oversees risks as they relate to the Company’s compensation policies and practices as described under “Compensation Discussion and Analysis.” The Board’s Nominating and Governance Committee assists the Board in fulfilling itsthe Board’s oversight responsibilities with respect to confirming the independence of board members, developing desired characteristics of the Board members and identification ofidentifying individuals qualified to be members of the Board.

Board, reviewing and monitoring executive officer succession plans, and assessing the effectiveness of the Board and its committees.

While each committee is responsible for evaluating the risks within their areas of responsibility and overseeing the management of such risks, all committees report regularly to the full Board, which also considers the Company’s entire risk profile.

Compensation of Directors

The Compensation Committee is responsible for reviewing and establishing the compensation of the directors of the Company. The CompanyOn January 31, 2019, the Compensation Committee adopted a an Amended and RestatedNon-Employee Director Annual Compensation Program (the “Program”“Director Compensation Program”) on January 30, 2012, which became effective as of February 1, 2012, which was amended2019 and restated as of February 1, 2014 and further amended on August 1, 2016. Priorsupersedes the Company’s priorNon-Employee Director Annual Compensation Program.

Pursuant to the August 1, 2016 amendment, under theDirector Compensation Program, each non-employee director was entitled to an annual cash retainer of $7,000 (the “Cash Retainer”), plus $500 for each Board and committee meeting attended. In addition, the Chairman of the Board, if a non-employee director, received an annual retainer of $6,000, and the Chair of the Audit Committee and Chair of the Compensation Committee each received an annual retainer of $4,000 (each a “Chair Retainer”). Any non-employee director who was first elected or appointed to such position after February 1 of anybeginning with fiscal year received2020, eachnon-employee director automatically receives a pro rata portiongrant of any Cash Retainer and Chair Retainer payable. Each non-employee director was able to elect for any fiscal year to receive all or a portion of the Cash Retainer or Chair Retainer in the form of common stock of the Company. In addition, prior to the August 1, 2016 amendment, each non-employee director received a restricted stock award with a value equal to $20,000 (the “Equity Retainer”) upon adjournment of each annual meeting (or special meeting in lieu of annual meeting) of shareholders. If a non-employee director was first appointed or elected to the Board effective on a date other than at the annual shareholders meeting, on the date of such appointmenthis or election the director would have received a pro rata award of restricted common stock having a value based on the number of days remaining until the next annual meeting. The Equity Retainer vests on the earlier of 12 months after the grant date or the date immediately priorherre-election to the next annual meeting (or special meeting in lieu of annual meeting) of the shareholders following the meeting at which such restricted stock award was granted. However, a non-employee director may not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date.

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Effective August 1, 2016, the Program was amended to provide that, in lieu of any Cash Retainer, Chair Retainer or Equity Retainer, commencing on the first business day of the third fiscal quarter of fiscal 2017, each non-employee director receives an automatic grant of restricted stock awards (“RSAs”) on the first business day of each fiscal quarter.Board. The number of whole shares to be granted each quarter is equal to 25% of the number calculated by dividing the stock component of the director compensation amount determined by the Compensation Committee for that year by the fair market value of the Company’sour stock on suchthat day. The director annual compensation amount was $55,000value of the restricted stock award for fiscal year 20172020 was and will be $65,000 for fiscal 2018,year 2021 is $60,000. To account for the partial year beginning on February 1, 2019 and $75,000continuing through the 2019 annual meeting and thereby provide for fiscal 2019. In addition, the Chairmanalignment of the Board receives RSAstiming of annual grants of restricted stock under the Director Compensation Program with an aggregatethe election of directors at the annual meeting, on February 1, 2019, eachnon-employee director was granted shares of restricted stock with a fair market value of $6,000, and$18,000. Other than the Chairsshares granted on February 1, 2019, which vested on June 1, 2019, shares of restricted stock granted under the Audit andDirector Compensation Committees each receive RSAs with an aggregate value of $4,000, also issued in quarterly installments and calculated in the same manner as the directors’ RSA grants. RSAs granted prior to March 30, 2017 pursuant to the amended Program become fully vested on the first anniversary of the date of grant. On March 30, 2017,grant, conditioned upon the Program was further amended to provide that RSA’s granted pursuant to the amended Program after that date will become vestedrecipient’s continued service on the dateBoard through that is three months following the date of grant.

date. In the event of the death or disability of anon-employee director, or a Change in Control (as suchthat term is defined in the Company’s 2015our 2018 Equity Incentive Plan) of the Company, the shares of restricted stock award shallwill immediately vest and shall no longer be subject to such restrictions on transfer.

Prior to the August 1, 2016 amendment to the Program, a non-employee director could elect to receive all or a portion Other than as part of the Cash Retainer or Chair Retainer (each, a “Retainer”) in the form of shares of common stock issued in four quarterly installments on the first day of each fiscal quarter, with the number of shares of common stock issued based on the fair market value of the common stock on the date such installment is payable. The common stock received in lieu of a Retainer is fully vested. However, a non-employee director who received common stock in lieu of all or a portion of a Retainer may not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issued. In the event of the death or disability of a non-employee director, or a Change in Control (as such term is defined in the Company’s 2007 Equity Incentive Plan) of the Company any sharesand except in the case of common stock issued in lieueconomic hardship of a Retainer, will no longerparticularnon-employee director, as determined by the Compensation Committee, while anon-employee director is serving on our Board he or she may not sell or otherwise dispose of any of our stock received in connection with his or her service on our Board (whether that stock was granted under the Director Compensation Program, any predecessor program or otherwise) if thatnon-employee director has not satisfied the requirements of any stock ownership guidelines established for directors by the Board or if the transfer would cause him or her to be subject toout of compliance with any such restrictions on transfer.guidelines.

In additionPursuant to the Director Compensation Program, under the Company’s 2015 Equity Incentive Plan, each non-employee director receives non-qualified options to purchase 5,000 shares of the Company’s common stock upon initial election tocash payments for their service on the Board (if not atand its committees. In March 2020, the annual meeting) and upon the adjournmentBoard approved a cash payment of each annual meeting or special meeting in lieu of an annual meeting of the shareholders of the Company. These options have a term of ten years and become exercisable immediately prior to the occurrence of the next annual meeting following the date the option is granted.

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for service as our lead independent director, which was made retroactive to Mr. Warzala’s appointment as our lead independent director in August 2019. The amounts of those payments for the fiscal year ended January 31, 2020 were:

Cash payments are madeto non-employee directors in four equal tranches on the dates of the Board’s regular quarterly meetings. No changes were made to the cash component of the Director Compensation Program for the fiscal year ended January 31, 2021.

If a person becomes anon-employee director on a date other than the date of our annual meeting of shareholders in any fiscal year, that person will receive an award of restricted stock as described above, but appropriately prorated to reflect the number of days remaining from the date he or she commences his or her service in that capacity until the date for the scheduled date for our next annual meeting of shareholders. In addition, if a person becomes anon-employee director, Chairman of the Board, lead independent director, chairman of a committee or a member of a committee other than on the first business day of a fiscal quarter of the Company, he or she will receive cash fees on (i) the date of the regular full meeting of the Board held in that quarter or (ii) if later, the date he or she commences his or her service in that capacity, as described above, but appropriately prorated to reflect the number of days remaining in that fiscal quarter.

The following Director Compensation table provides information regarding the compensation paid or accrued by each individualperson other than Mr. Woods who wasserved as a director during the 2017 fiscal year.year ended January 31, 2020. See “Executive Compensation” for information regarding compensation of and outstanding equity awards held by Mr. Woods.

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Our Management

The following sets forth information with respect to our executive officers, other than Mr. Woods, as of April 7, 2017. Biographical information regarding Gregory A. Woods, our President and Chief Executive Officer is included above in Proposal No. 1 – Election of Directors.

Mr. Jordan joined the Company on August 1, 2016 as our Vice President, Chief Financial Officer, and Treasurer. Since February 2015, Mr. Jordan has served as the president of FreshFoodsVI.com, an on-line grocery delivery service. From February 2011 to October 2014, Mr. Jordan served as Chief Financial Officer, Vice President and Treasurer of Zygo Corporation, a company that manufactures and designs advanced optical metrology systems and optical components and assemblies. From March 2007 to February 2011, Mr. Jordan served as Chief Financial Officer, Vice President, and Treasurer of Baldwin Technology Company, Inc., a supplier of process automation equipment and related consumables for the print media industry.11

Mr. Morawetz was appointed Vice President—International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German subsidiary, having joined the Company in 1989.

Mr. Petrarca was appointed Vice President—Operations in 1998. He has previously held positions as General Manager of Manufacturing, Manager of Grass Operations and Manager of Grass Sales. He has been with the Company since 1980.

Mr. Eric E. Pizzuti was appointed Vice President and General Manager of the Company’s Product Identification business segment on March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales from March 2006 through March 2010. Mr. Pizzuti has held various other positions since joining the Company in 1996.

Mr. Natalizia was appointed Vice President and Chief Technology Officer on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of the Company since 2005.

In addition, Joseph P. O’Connell served as the Company’s Senior Vice President, Treasurer and Chief Financial Officer until August 1, 2016, when he stepped down from those positions in connection with the appointment of Mr. Jordan as the Company’s Vice President, Chief Financial Officer and Treasurer. Mr. O’Connell continues to serve the Company as its Vice President – Business Development.

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Security Ownership of 5% Beneficial Owners

The following table sets forth certain information regarding the beneficial ownership of the Company’s outstanding shares of common stock, as of April 7, 201717, 2020 (except as noted), by each person who is known to the Company to own of record or beneficially more than 5% of such stock:

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Security Ownership of Directors and Officers

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of April 7, 201717, 2020 by each director, by each executive officer named in the Summary Compensation Table and by all directors and executive officers as a group. Unless otherwise noted, all shares of common stock are subject to the sole voting and dispositive power of the respective directors and executive officers.

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Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), requires the directors and executive officers of the Company and any persons who beneficially own more than ten percent of the Company’s common stock to file with the SEC various reports of beneficial ownership and changes in beneficial ownership. Based solely on a review of the copies of such reports received by the Company and certain written representations that no other reports were required, the Company believes that for the fiscal year ended January 31, 2017,2020, all of its officers, directors and 10% beneficial owners complied with the requirements of Section 16(a), except that the following forms were filed late:

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee of the Company’s common stock.

While benchmarking may not always be appropriate as a stand-alone tool for setting compensation due to the aspects of the Company’s business and objectives that are unique to it and the specific experiences and attributes of the Company’s executive officers, the Committee has generally considered approximately the median level of total compensation, as well as the components of total compensation, in the survey and peer group data as the basis for comparison.

Fiscal Year 2020 Compensation Overview. The total compensation paid to Mr. Woods and the Company’s two other most highly compensated executive officers, Mr. Smith and Mr. Natalizia (collectively with Mr. Woods, the “Named Executive Officers”), in the fiscal year ended January 31, 2020 decreased over the total compensation paid in the prior fiscal year. As is described in more detail below, this decrease was primarily attributable to the fact that in in the fiscal year ended January 31, 2019, the Company’s financial performance resulted in payments to the Named Executive Officers under the Company’s Senior Executive Short-Term Incentive Plan (the “STIP”) equal to approximately 115% percent of their target awards, while the Company’s financial performance in fiscal year 2020 resulted in much lower payments to the Named Executive Officers under the STIP.

Salary. Base salaries for executive officers other than recent hires, were established a number of years ago.are evaluated each year. Historically, base salaries have been increased at annual rates which approximate the general rates of increase of compensation for all employees of the Company. Annual salary adjustments are made effective

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April 1 of each year. Effective as of April 1, 2016,2, 2019, the Committee set the fiscal 2017year 2020 annual salaries for each of the Named Executive Officers other than Mr. Jordan as follows:

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In connection with his appointment asMarch 2020, the Company’s Vice President, Chief Financial Officer, and Treasurer on August 1, 2016, Mr. Jordan’sCommittee determined not to change the annual salary was set at $225,000.salaries of the Named Executive Officers for the fiscal year ending January 31, 2021.

Cash Incentive and Bonus Awards. Annual cash incentive awards are an important component of total executive cash compensation because they reward the Company’s executives for achieving targeted, annual results and emphasize variable or “at risk” compensation. Fromtime-to-time the Committee awards discretionary cash bonuses to the Company’s executives to reward their efforts in extraordinary circumstances. In connection with his appointment as the Company’s Vice President, Chief Financial Officer, and Treasurer and Vice President on August 1, 2016, Mr. Jordan became eligible to receive a $5,000 cash bonus on September 1, 2016, which was earned and paid during fiscal year 2017.

Short-Term Incentive Plan

During late 2014, the Committee engaged Radford, an Aon Hewitt Company, to conduct an assessment of the Company’s executive compensation program, including a review of executive base salaries, short-term incentive opportunities, and long-term incentives and pay mix as compared to the competitive market. Following receipt of Radford’s report in March 2015, the Committee approved the Senior Executive Short-Term Incentive Plan (the “STIP”), which replaced the Company’s prior Domestic and International Branch Plans for the fiscal year beginning February 1, 2015.

Participants in the STIP (which may include any executive officer, vice president or director leveldirector-level manager) are determined annually by the Committee. Awards under the STIP are earned based on achieving or exceeding annual financial objectives, (“Performance Goals”). Thewhich the Committee has full discretion to establish the Performance Goals for anyeach plan year. In March 2016, the Committee established Performance Goals for fiscal year 2017 of Consolidated Net Sales of $110,000,000, Consolidated Operating Income of $9,000,000 and Economic Value Added, which is defined as Net Operating Profit after Taxes – [Capital × Cost of Capital]) (“EVA”), of $1,635,000.

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Annually, the Committee establishes a Target Award for each STIP participant, which may vary as to each participant and from year to year. For fiscal year 2017,In March 2019, the Committee established the following Target Awards for our Named Executive Officers:Officers for fiscal year 2020:

Concurrently with the establishment of the Target Awards for fiscal year 2020, the Committee established fiscal year 2020 performance criteria under the STIP (the “2020 Performance Goals”) of consolidated revenue (the “Revenue Performance Goal”) and consolidated operating income (the “Operating Income Performance Goal”). For each of the 2020 Performance Goals, the Committee established a threshold and a target.

The Committee allocated the Target Awards to the fiscal year 20172020 Performance Goals as follows:

Performance with respect to each specific 2020 Performance Goal iswas calculated independently to determine the amount of the award for each 2020 Performance Goal (each, an “Award Component”). The total STIP award earned by a participantNamed Executive Officer for a planfiscal year 2020 is equal to the sum of the separate Award Components determined for each 2020 Performance Goal. Each Award Component is independently adjusted by an “Adjustment Factor”Goal, calculated as follows:

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Any Adjustment Factor relating to the Consolidated Net Sales Performance Goal or the Consolidatedfiscal year Operating Income Performance Goal will be subjectunless our fiscal year 2020 operating income exceeded the fiscal year 2020 operating income threshold. If our fiscal year 2020 operating income had equaled the operating income target established by the Compensation Committee, 100% of the target bonus allocated to that Award Component would have been paid. If our fiscal year 2020 operating income had fallen between the threshold and the target, the bonus amount would have been determined through linear interpolationinterpolation. An incremental bonus of up to reflect achievements150% of each Named Executive Officer’s total STIP target bonus, would have been paid if our fiscal year 2020 operating income had fallen between $1 million or 1%, respectively.the fiscal year 2020 operating income target and an amount equal to 175% of the fiscal year 2020 operating income target. If our fiscal year 2020 operating

Each of our Named Executive Officers’ STIP award is subject to the following limitations:

BasedThe threshold and target for each of the Performance Goals and the corresponding Award Components based on the Company’s results for fiscal year 2017, the Award Components2020 were as follows:

The amount ofAs a participant’s award under the STIP, if any, will be credited to a book account maintained by the Company (the “Award Bank”). The resultant balance in the participant’s account after crediting the amount of award (the “Bank Balance”) would then be used to determine the participant’s Payout Amount for the plan year.

The “Payout Amount” is equal to the sum of (i) the lesser of (A) the participant’s actual award for the plan year or (B) the participant’s Target Award for the plan year (“Base Award”)plus (ii) 30% of the participant’s Bank Balance (after deduction of the amount of the Base Award). Thus, only 30% of the amount in excess of the Target Award would be paid out currently and 70% of such excess would be “banked” and paid out in subsequent years in accordance with the foregoing formula, provided the participant remains employed with the Company.

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For example, if a participant’s Target Award for Year 1 is $45,000 but the actual award is $55,000, then the Payout Amount for such year would be $48,000 ($45,000 + [30% × $10,000]) and the Bank Balance remaining after the payout would be $7,000. If the participant’s Target Award for Year 2 is $47,000 and the actual award is $45,000, then the Payout Amount for such year would be $47,100 ($45,000 + [30% × $7,000]) and the Bank Balance remaining after the payout would be $4,900.

The following table sets forth for each ofresult, our Named Executive Officers other than Mr. Jordanreceived the amount of the award under the STIP awards for fiscal year 2017. Because2020 listed in the awards under the STIP for fiscal year 2017 were lower fortable below.

The Company paid directly to each of our Named Executive Officers than their respective Target Awards,Messrs. Woods, Smith and Natalizia the full amountamounts of the fiscal 2017 awards were paid to the Named Executive Officers, and no amounts were credited to their Bank Balances.year 2020 STIP awards.

If a participant’s employment with the Company is terminated for any reason other than death, disability or retirement, then the participant will forfeit any interest in his Bank Balance. A participant’s Bank Balance will vest in full and become immediately payable in the event of termination of a participant’s employment with the Company due to the participant’s death, disability or retirement. A participant’s Bank Balance will also vest in full and become payable upon a change in control of the Company.

Long-TermEquity-based Incentive Compensation. Total compensation at the executive level also includes long-termequity incentive awards granted under the Company’s 2007 Equity Incentive Plan and 20152018 Equity Incentive Plan. The objectives of the equity incentive programawards are to align executive and shareholder long-term interests by creating a strong and direct link between executive pay and total shareholder return,the Company’s performance in key financial metrics, and to enable executives to develop and maintain a long-term stock ownership position in the Company’s common stock. Prior to fiscal year 2013, all equity awards were in the form of stock options, which were generally granted in March of each year at an exercise price equal to the market price on the date of grant. Since 2004, all options granted to employees vest in four equal annual installments commencing on the first anniversary of the date of grant. Under the Company’s 2007 Equity Incentive Plan and 2015 Equity Incentive Plan, the Committee may also make equity awards in the form of restricted stock, restricted units, and performance units in addition to stock options. In fiscal year 2014, the Committee awarded restricted stock units to the Company’s executive officers. Twenty-five percent of each award was subject to time-based vesting and became vested in April 2016. Vesting of the remaining 75% of each award was contingent upon the Company meeting specified performance goals, with 50% of each award to vest upon the achievement of cumulative budgeted sales targets for fiscal years 2014 through 2016; and 25% to vest upon the achievement of an average operating income return on net assets (“ORONA”) goal for fiscal years 2014 through 2016. In March 2016, the Committee determined that the average ORONA goal for fiscal years 2014 through 2016 had been achieved and the corresponding portion of the awards vested upon the filing of the Company’s Annual Report on Form 10-K for fiscal year 2016.

In fiscal year 2016, the Committee adopted its 2015 Long Term Equity Incentive Program, or the 2015 LTIP. Under the terms of the 2015 LTIP,2020, the Committee granted to the Named Executive Officers the following number of time-based and performance-based restricted stock units.

The time-based restricted stock units to the Company’s

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executive officers. A portion of the awards issued to each officer were time-based awards, which vest in four equal annual installments commencing on the first anniversary of the date of grant. The remaining awards may be earned based upon the increase in net sales, if any, achieved in each of the fiscal years 2016, 2017, and 2018 in relation to the Company’s three-year net sales increase goal. To the extent that the Committee determines that net sales growth in a fiscal year was achieved due to organic growth, any restricted stock units earned as a result will immediately vest, while restricted stock units earned as a result of net sales growth resulting from acquisitions will vest in three equal annual installments commencing on the first anniversary of the date of grant, based on the Committee determines that the performance goal was achieved. Any performance basedexecutive’s continued employment with us. The performance-based restricted stock units that are notmay be earned atbased upon the endachievement by the Company of performance goals based on a fiscal year 2020 revenue threshold and target (the “Revenue Goal”) and operating income threshold and target (the “Operating Income Goal”) as follows:

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One half of the three-year performance period will be forfeited.performance-based restricted stock units issued to the Named Executive Officers were subject to the Revenue Goal (“Revenue RSUs”) and the other half were subject to the Operating Income Goal (“Operating Income RSUs”). The number of Revenue RSUs and Operating Income RSUs that were earned was calculated as follows:

in each case rounded down to the nearest whole number. In no event could more than 100% of the Revenue RSUs or 100% of the Operating Income RSUs have become earned. If the Company’s fiscal year 2020 revenue had been less than the Revenue Goal Threshold, then none of the Revenue RSUs would have been earned, and because the Company’s fiscal year 2020 operating income was less than the Operating Income Goal Threshold, none of the Operating Income RSUs were earned.

Based on the Company’s fiscal year 2020 revenue and operating income, in March 2017,2020, the Committee determined that approximately 6.1%3.2% of the performance Revenue RSUs were earned, as follows:

The earned performance-based restricted stock units had been earned based on fiscal 2017 organic net sales growth. No performance based awards under the 2015 LTIP were earned based on fiscal 2017 net sales growth resulting from acquisitions.

Gregory A. Woods joined the Company as Chief Operating Officer in September 2012 and became Chief Executive Officer on February 1, 2014, upon Everett V. Pizzuti’s retirement. In November 2014, the Company entered into an Equity Incentive Award Agreement with Mr. Woods (the “Equity Agreement”), which provides for grants of equity awards to Mr. Woods that are intended to enhance his equity ownership, create stronger alignment with shareholder interests, and reward him for driving the long-term growth and profitability of the Company. The Equity Agreement provided that in each of 2015, 2016, and 2017, the Company would grant to Mr. Woods the following equity awards:

Each option and restricted stock award under the Equity Agreement will vest in fourthree equal annual installments commencingtranches on March 20, 2020, 2021 and 2022, conditioned upon the first anniversary of the grant date for each such award, and all options and restricted stock will vest upon a change in control ofexecutives’ continued employment with the Company. The Equity Agreement provides that, in the event there is a change in control of the Company prior to June 1, 2018, the Company will pay Mr. Woods an amount equal to (i) the positive difference (if any) between the fair market value of the Company’s common stock as of the date of the change in control and $13.80 multiplied by (ii) the number of options which the Company remains obligated to grant under the Equity Agreement.

In connection with his appointment as the Company’s Vice President, Chief Financial Officer, and Treasurer on August 1, 2016, Mr. Jordan was granted an option to purchase 5,000 shares of the Company’s common stock, subject to vesting in four equal annual installments commencing on August 1, 2017.

Share Ownership and Retention Guidelines. The Committee believes that, as a rule, senior management should have a meaningful equity interest in the Company. In order to promote equity ownership and further align the interests of management with our shareholders, the BoardCommittee has adopted share ownership and retention guidelines for our executives. These guidelines are based upon the market value of our common stock as a multiple of such officer’s base pay. The multiple is 3three times base salary for the CEO, 2two times base salary for the Chief Financial

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Officer and 1.25 times base salary for the other executive officers. Under these guidelines, an executive iswas expected to achieve the ownership level by April 1, 2020 or, if later, within five years from the later of April 1, 2015his or her initial appointment as an executive officer. Executives are expected to retain at least 50% of theall shares acquired uponon vesting of restricted stock or restricted stock units and 50% of all shares acquired on exercise of any stock option (net of any shares tendered upon exercise or sold to pay the option exercise price) or vestingwithheld for payment of restricted stocktaxes) until they achieve the specified ownership level and thereafter maintain such ownership level.

Retirement and Other Benefits. In order to attract and retain key executives, the Company offers retirement benefits through a Profit-Sharing Plan for employees, including its executive officers.

Profit Sharing Plan. The Company maintains a Profit Sharing Plan that is a qualified plan under Section 401(k) of the Internal Revenue Code, which provides retirement benefits to substantially all the Company’s employees.

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Each eligible employee shares in contributions on the basis of relative (limited to $18,000 in 2016) compensation. In addition, participants are permitted to defer up to 50% of their cash compensation and make contributions of such deferral to this plan through payroll deductions.deductions (limited to $19,000 and $19,500 in calendar years 2019 and 2020, respectively). The Company makes matching contributions equal to 50% of the first seven percent of compensation contributed. The deferrals are made within the limits prescribed by Section 401(k). The Profit Sharing Plan provides for the vesting of 100% of matching contributions made by the Company to the account of the employee after three years of service. Contributions by an employee are 100% vested immediately.

Employee Stock Ownership Plan. The Company also has an Employee Stock Ownership Plan (“ESOP”) which provides retirement benefits to substantially all of its employees. Contributions in such amounts as the Board may annually determine are allocated among eligible employees on the basis of relative (limited to $100,000) compensation. Participants are 100% vested in any and all allocations. Contributions, which may be in cash or stock, are invested by the Plan’s trustee in shares of common stock of the Company. During fiscal year 2017, the Board of Directors authorized the termination of the ESOP.

Perquisites. In addition to the benefits described above, the Company provides automobile allowances to certain of its executive officers.officers and a housing allowance to one of its Named Executive Officers. The amount of any automobile or housing allowance granted to our Named Executive Officers is reflected in the “All Other Compensation” column of the Summary Compensation Table below.

Change in Control Agreement.Agreement with Mr. Woods. In November 2014, the Company entered into a Change in Control Agreement (the “CIC Agreement”) with Mr. Woods. The CIC Agreement provides for the payment of severance benefits upon a change in control of the Company if Mr. Woods’ employment is terminated by the Company without cause or by Mr. Woods for good reason within the period (the “CIC Period”) beginning on the earlier of (i) 180 days prior to the occurrence of the change in control and (ii) the announcement of a transaction expected to result in a change in control, and ending on the second anniversary of the occurrence of a change in control. Severance payments to Mr. Woods include (i) payment of one andone-half times the sum of (A) his annual salary and (B) the greater of the amount of his target bonus for the fiscal year in progress or the highest annual bonus paid to him in the prior three years (collectively, “base compensation”), (ii) immediate vesting of all unvested stock options and restricted stock awards, (iii) continued health coverage for 18 months or until he receives benefits from another employer, if earlier, and (v)(iv) reimbursement for outplacement services in an amount not to exceed 17% of his base compensation. If any payment or benefit under the CIC Agreement or under any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, and if Mr. Woods would be in a betterafter-tax position by reducing the such payments or benefits, the amounts payable under the CIC Agreement will be reduced to the extent necessary to avoid the excise tax payable under Section 280G.

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Employment Agreements and Severance Benefits. In November 2014, in order to comply with certain legal requirements, the Company entered into an Employment Agreement with Michael Morawetz, Vice President-International Branches, as the general manager of its German subsidiary. The employment agreement can be terminated on six months’ notice and provides that in the event of the termination of his employment by the Company without cause, Mr. Morawetz will receive severance equal to one month’s salary for each year of his employment. Other than the contract with Mr. Morawetz, we have no employment agreements with any of our executive officers. Except for the Morawetz Employment Agreement and the CIC Agreement with Mr. Woods, we generally do not provide any severance benefits to our executivesNamed Executive Officers other than those provided to all employees. Severance benefits will vary based upon salary levels and length of service.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis included above. Based on these reviews and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion & Analysis be included in the Company’s Annual Report on Form10-K for the fiscal year ended January 31, 20172020 for filing with the SEC through incorporation by reference of this Proxy Statement.

Compensation Committee:

Richard S. Warzala (Chairman)

Mitchell I. Quain (Chairman)

Graeme MacLetchie

Harold Schofield

Hermann Viets, Ph.D.

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EXECUTIVE COMPENSATION

The following table provides information regarding the total compensation paid or accrued by the Company to each of its ChiefNamed Executive Officer (“CEO”), its Chief Financial Officer (“CFO”), its former CFO, and its three most highly compensated executive officers other than the CEO, CFO, and former CFO for the fiscal year ended January 31, 2017 (collectively, the “Named Executive Officers”).Officers.

Summary Compensation Table

Grants of Plan-Based Awards

The following table provides information on all plan-based awards by the Company for the fiscal year ended January 31, 2020 to each Named Executive Officer.

Outstanding Equity Awards at FiscalYear-End

The following table provides information on all outstanding equity awards held by each of the Named Executive Officers as of January 31, 2017.2020.