SCHEDULE 14A


(Rule14a-101)


INFORMATION REQUIRED IN PROXY STATEMENT

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)


of the Securities Exchange Act of
1934

(Amendment (Amendment No.)

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☐ Soliciting Material Pursuant §240.14a-12
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant§240.14a-12
ASTRONICS CORPORATION

ASTRONICS CORPORATION

(Name of Registrant as specified in its charter)

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LOGO


ASTRONICS CORPORATION


130 Commerce Way
East Aurora, New York 14052

Dear Fellow Shareholders:

It is my pleasure to invite you to attend the 20182020 Astronics Corporation Annual Meeting of Shareholders toShareholders. The meeting will be held at 10:00 a.m., Central Time, on Thursday, May 21, 2020 at Astronics Connectivity Systems & Certification Corp.’s PDT Design Services located at One Corporate Drive, Suite 110, Lake Zurich, IL 60047 USA804 S. Northpoint Blvd., Waukegan, Illinois 60085. The attached Notice of Annual Meeting of Shareholders and Proxy Statement discuss the items scheduled for a vote by shareholders at 10:00 a.m. Central Timethe meeting.
The Securities and Exchange Commission rules allow companies to furnish proxy materials to their shareholders over the Internet. As a result, most of our shareholders will receive in the mail a notice regarding availability of the proxy materials for the annual meeting on Thursday, May 31, 2018.

Yourthe Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how shareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites shareholders’ receipt of proxy materials and lowers the cost of our annual meeting.

The Board of Directors has fixed the close of business on April 1, 2020, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.
It is important. To be sureimportant that your shares arebe represented and voted at the meeting, even ifAnnual Meeting. Whether or not you are unableplan to attend, please sign, date and return the enclosed proxy card in person, pleasethe enclosed postage-paid envelope or vote by telephone or using the internet as promptly as possible. This will not preventinstructed on the enclosed proxy card. If you from votingattend the Annual Meeting, you may vote your shares in person if you do attend.

wish.

Please vote your shares as soon as possible. This year the Annual Meeting of Shareholders will be held to consideris your annual meeting, and take action with regard to:

your participation is important.
the election of eight directors; and

the ratificationPeter J. Gundermann
Chairman of the appointment of the Company’s auditors.Board

Complete details are included in the accompanying proxy statement.

I look forward to meeting with you and hearing your views on the progress of Astronics.

LOGO
Kevin T. Keane
Chairman of the Board

East Aurora, New York


April 20, 2018

7, 2020


ASTRONICS CORPORATION


130 COMMERCE WAY, EAST AURORA, NEW YORKCommerce Way East Aurora, New York 14052

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


DEAR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Astronics Corporation will be held at Astronics Connectivity Systems & Certification Corp.’s PDT Design Services located at One Corporate Drive, Suite 110, Lake Zurich, IL 60047804 S. Northpoint Blvd., Waukegan, Illinois 60085, USA at 10:00 a.m. Central Time on Thursday, May 31, 2018,21, 2020*, to consider and take action on the following:

1.To elect the Board of Directors;

2.To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current year; and

3.To transact such other business as may properly come before the meeting or any adjournment thereof.

To elect nine directors to hold office until the 2021 Annual Meeting and until their successors have been elected and qualified;
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020;
Triennial shareholder advisory vote on the compensation of Astronics Corporation’s named executive officers; and
To take action upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on Thursday,Wednesday, April 12, 20181, 2020 as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting.

Only shareholders of record at the close of business Wednesday, April 1, 2020 will be entitled to vote at the annual meeting.

It is important that your shares be represented at the Annual Meeting whether or not you plan to attend. Accordingly, we request that you vote at your earliest convenience. Further instructions are contained in the proxy card.

By Order of the Board of Directors
LOGO
David C. Burney,
Secretary


Julie M. Davis,
Secretary
East Aurora, New York


Dated: April 20, 2018

7, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 31, 2018:

21, 2020:

The proxy materials and 20172019 Annual Report to Shareholders are available at http://materials.proxyvote.com/046433 or may be requested by telephone at1-800-579-1639.

*
We are monitoring developments regarding the coronavirus or COVID-19 and preparing in the event any changes for our annual meeting are necessary or appropriate. If we determine to make any change, such as to the location or to hold the meeting by remote communication, we will announce the change in advance and provide instructions on how shareholders can participate at http://materials.proxyvote.com/046433.

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

MAY 31, 2018

21, 2020

This Proxy Statement and the form of proxy are furnished to the shareholders of Astronics Corporation, a New York corporation (“Astronics” or the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, May 31, 2018,21, 2020, at Astronics Connectivity Systems & Certification Corp.’s PDT Design Services located at One Corporate Drive, Suite 110, Lake Zurich, IL 60047804 S. Northpoint Blvd., Waukegan, Illinois 60085 USA at 10:00 a.m. Central Time and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. In addition to solicitation by mail, to the extent necessary to ensure sufficient representation at the Annual Meeting, solicitations may be made by personal interview, telecommunication by officers and other regular employees of the Company. The cost of this proxy solicitation will be borne by the Company. It is contemplated that the Notice Regarding the Availability of Proxy Materials will be first sent to shareholders on or about April 20, 2018.

7, 2020.

If the proxy is properly executed and returned, and the shareholder specifies a choice on the proxy, the shares represented thereby will be voted (or withheld from voting) in accordance with the instructions contained therein. If the proxy is executed and returned but no specification is made, the proxy will be voted (i) FOR the election of each of the nominees for director listed below, and (ii) FOR the proposal to ratify the appointment of the independent auditors.registered public accounting firm, and (iii) FOR the approval of the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosures as contained elsewhere in this proxy statement. The Board of Directors of the Company knows of no business that will be presented for consideration at the Annual Meeting other than the matters described in this proxy statement. If any other matters are properly presented at the Annual Meeting, the proxy holders will vote the proxies in accordance with their judgment.

VOTING SECURITIES
In order for business to be conducted, a quorum must be present at the Annual Meeting. A quorum is a majority of the outstanding shares of Common Stock and Class B Stock combined entitled to vote at the Annual Meeting. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum at the Annual Meeting.
Directors will be elected by a plurality of the votes cast at the Annual Meeting, meaning the nine nominees receiving the most votes will be elected. Votes cast FOR the nominees will count as “yes votes” and WITHHOLD votes will be excluded entirely from the vote and will have no effect. A majority of the votes cast is required to approve (i) the selection of the Company’s auditors, and (ii) the non-binding, advisory resolution regarding executive compensation. Votes may be cast FOR, AGAINST or ABSTAIN on the approval of these
proposals. Abstentions are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting direction will be voted in the manner stated on the proxy card.
Brokers may not vote your shares on any matter in the absence of specific voting instructions from you. Please contact your broker directly if you have questions about how to provide such instructions. The execution of a proxy will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. A shareholder who executes a proxy may revoke any proxy given pursuant to this solicitationit at any time prior to its use,before it is exercised by the shareholder either voting in person at the meeting, submitting a proxy bearing a date subsequent to the date on the proxy to be revoked or deliveringgiving written notice to the Secretary, by appearing at the Annual Meeting and so stating, or by submitting another duly executed proxy bearing a later date.
1

INFORMATION CONCERNING THE ANNUAL MEETING
What matters will be voted on at the meeting?
At the meeting, shareholders will vote on three proposals and any other business properly brought before the meeting:
Election of nominees to serve on our Board of Directors;
Ratification of the Company. A noticeappointment of revocation need not beErnst & Young LLP as our independent registered public accounting firm for 2020; and
Triennial advisory vote on any specific form.

RECORD DATE AND VOTING SECURITIES

executive compensation.

How does the Board recommend I vote on the proposals?
The Board recommends that you vote:
FOR each of the nominees named in this proxy statement;
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020; and
FOR approval of executive compensation (Say-On-Pay vote).
Who is entitled to vote?
The Board of Directors has fixed the close of business on Thursday,Wednesday, April 12, 20181, 2020 as the record date for determining the holders of Astronics Common Stock (“Common Stock”) and Astronics Class B Common Stock (“Class B Stock”) entitled to notice of and to vote at the Annual Meeting. On April 12, 2018,1, 2020, Astronics Corporation had outstanding and entitled to vote at the meeting a total of 21,440,06723,279,506 shares of Common Stock and 6,651,662
7,476,357 shares of Class B Stock. Each outstanding share of Common Stock is entitled to one vote and each outstanding share of Class B Stock is entitled to 10 votes on all matters to be brought before the meeting. The Common Stock and Class B Stock vote as a single class on all matters presented at the meeting.

In order for business to be conducted,

How do I cast my vote if I am a quorum must be present at the Annual Meeting. A quorum is a majorityshareholder of the outstanding shares of Common Stock and Class B Stock entitled to vote at the Annual Meeting. Abstentions, brokernon-votes and withheld votes will be counted record?
You can cast your vote:
in determining the existence of a quorum at the Annual Meeting.

Directors will be electedperson, by a plurality of the votes cast atattending the Annual Meeting meaningof Shareholders;

•
via the Internet, by visiting www.proxyvote.com and following the instructions provided; or
by mail, if you mark, sign and date the eight nominees receivingproxy card enclosed with this proxy statement, and return it in the most votespostage-paid envelope provided.
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INFORMATION CONCERNING THE ANNUAL MEETING
How do I cast my vote if I am a beneficial owner of shares held in street name?
You can cast your vote:
in person, by first obtaining a voting instruction form issued in your name from your broker and bringing that voting instruction form to the meeting, together with a copy of a brokerage statement reflecting your stock ownership as of the record date and valid identification;
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via the Internet, by visiting www.proxyvote.com and following the instructions provided; or
by mail, if you mark, sign and date the voting instruction form and return it in the postage-paid envelope provided by your broker.
If I have given a proxy, can I revoke that proxy?
Your presence at the meeting will not in itself revoke any proxy you may have given. If your shares are held in your own name (i.e., you are the shareholder of record), you may revoke your proxy at any time (to the extent it has not already been voted at the meeting), but a revocation will not be effective until it is received. Your proxy will be elected. Votes cast FORrevoked (to the nomineesextent it has not already been voted at the meeting) if you:
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give written notice of the revocation to Astronics Corporation Corporate Secretary, Julie Davis, 130 Commerce Way, East Aurora, NY 14052 or give electronic notice to Ms. Davis at Julie.Davis@astronics.com;
submit a properly signed proxy with a later date; or
by appearing at the meeting in person and stating that you revoke your proxy.
If your shares are held in street name through a broker, bank or other nominee for your benefit, you should contact the record holder to obtain instructions if you wish to revoke your vote before the meeting.
How will count as “yes votes”my proxy be voted?
If you are a registered holder and WITHHOLD votes will be excluded entirely fromyour proxy is properly executed, returned and received before the votemeeting and will have no effect. A majority of the votes cast is required to approve the selection of the Company’s auditors. Votes may be cast FOR, AGAINST or ABSTAIN on the approval of these proposals. Abstentions are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting directionrevoked, it will be voted in accordance with your instructions. If you return your signed proxy but do not mark the manner stated on the proxy card.

Changes in regulations have eliminated the ability of a shareholder’s bank or brokerboxes to show how you wish to vote uninstructedon a proposal, the shares for which you have given your proxy will, in the absence of your instructions to the contrary, be voted as follows:

Proposal 1: “FOR” the election of directorseach of the nominees named in this proxy statement to serve on the Company’s Board of Directors;
Proposal 2: “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020.
Proposal 3: “FOR” the proposal on executive compensation (“Say-on-Pay” vote); and
In the discretion of the proxies on other matters properly brought before the meeting.
If your shares are held in street name through a broker, bank or other nominee for your benefit and your voting instruction
form is properly executed, returned and received before the meeting and is not revoked, it will be voted in accordance with your instructions. If you have not furnished voting instructions within a specified period before the meeting, under current National Association Securities Dealers (“NASDAQ”) rules, brokerage firms and nominees that are members of the NASDAQ may vote their customers’ unvoted shares on “routine” matters but not on non-routine matters. Under the NASDAQ rules, routine matters include the ratification of the appointment of our independent registered public accounting firm but do not include the other proposals on the ballot.
The voting instruction form also grants the proxy holders discretionary basis. Thus, ifauthority to vote on any other business that may properly come before the meeting as well as any procedural matters. As of the date of this proxy statement, the Company does not know of any other matters that will be presented at the meeting.
3

INFORMATION CONCERNING THE ANNUAL MEETING
Who will count the vote?
Julie M. Davis, Secretary of Astronics Corporation, will serve as the inspector of election.
Who can attend the annual meeting?
All shareholders of Astronics Corporation who owned shares of record on April 1, 2020 may attend the meeting. If you want to vote in person and you hold Astronics Corporation common stock in street name (i.e. your shares are held in the name of a shareholder holds sharesbrokerage firm, bank or other nominee), you must obtain a proxy card issued in your name from your broker and bring that proxy card to the meeting, together with a copy of
a brokerage statement reflecting your stock ownership as of the record date, and valid identification. If you hold stock in street name and want to attend the meeting but not vote in person at the meeting, you must bring a copy of a brokerage statement reflecting your stock ownership as of the record date, and valid identification.
4

PROXY SUMMARY
ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS
ENVIRONMENT
Environmental Approach
Astronics is committed to minimizing the impact of its activities on the environment. The Company maintains a variety of formal policies and procedures related to protection of the environment, energy conservation and waste management, as well as general business practices that are part of its culture. These policies and procedures are specific to each subsidiary. In most instances, these policies and practices are embedded in Astronics’ Employee Handbook. Employees must certify – in many cases annually -- that they have read and will comply with the Employee Handbook. In addition, Astronics’ PECO facility is a Zero Liquid Discharge facility.
In addition, when considering an acquisition or partnership, the Company embeds questions specific to the environment within its due diligence approach. These include claims, policies, certifications and procedures relative to environmental management. Astronics Corporation asks these in an effort to both promote positive environmental policies and practices as well as to minimize any risk when assessing the acquisition candidate.
Certifications and Training
One of the Company’s largest operations, Astronics Connectivity Systems & Certification Corp., is certified to ISO-14001, the international standard for effective environmental management, while its largest operation, Astronics Advanced Electronic Systems Corp., has processes that qualify for ISO-14001 certification.
Regardless of the formal certification, all of the Company’s operations maintain formal programs that establish goals and measure progress towards those goals regarding reductions and disposal of hazardous substances, recycling and minimization of power consumption, among other efforts. In those operations that are not ISO-14001 certified, Astronics meets or exceeds all applicable environmental laws and
regulations by maintaining many initiatives and practices that reduce its impact on the environment. Some examples of such initiatives and practices include policies to reduce paper, policies to reduce single occupancy commuting, replacement of older, less-efficient lighting with energy efficient motion-based LED lighting, active waste recycling, water consumption reduction programs, and providing electric car recharging stations and bicycle storage at its largest operation.
Each subsidiary is expected to conduct both government/regulatory mandated training as well as professional development training, depending upon that subsidiary’s areas of expertise. Specific certifications may be found at each subsidiary website: https://www.astronics.com/subsidiaries.
Vendor Code of Conduct
While Astronics Corporation does not instruct his, her orhave a separate vendor code of conduct, as part of its bank or broker howcontracts, the Company requires that its vendors adhere to votethe spirit of its Code of Ethics (see Social/Human Capital Management). In addition, language to this effect is often included in the electionTerms and
Conditions portion of directors, no votes willthe Company’s contracts with suppliers and customers. When required as part of an agreement, Astronics Corporation has signed a customer’s Code of Conduct.
5

PROXY SUMMARY
Supply Chain
Astronics strives to maintain the integrity of its supply chain to the best of its ability and, to date, the Company has not had a significant supply chain disruption. Astronics Corporation files Form SD Conflict Minerals Disclosure to be castcompliant with SEC regulations and, in many instances, the Company
also is required to comply with government standards in evaluating and choosing suppliers. Each subsidiary works with its suppliers to determine if legal and regulatory requirements are met.
Conflict Minerals
Astronics Corporation is in the process of determining the products potentially containing conflict minerals and determining the sources of those conflict minerals within its supply chain. Suppliers to the Company are advised to develop policies toward preventing the use of conflict minerals or derivative metals from conflict mine sources. Suppliers should document their efforts to determine the source of any conflict minerals or their derivatives and be prepared to provide evidence of the origin of 3TG metals (tantalum, tin, tungsten and gold) in products supplied to Astronics Corporation. The Company’s suppliers are requested to seek and obtain certification through the EICC/GeSI Conflict Free
Smelter (CFS) program, which is a supplier survey tool to standardize the collection of information from the suppliers in its supply chain (www.conflictfreesmelter.org).
A copy of Astronics’ current Form SD may be found on such shareholder’s behalf with respect to these matters. If a shareholder holds shares in his, her or its own name andwebsite at https://investors.astronics.com/corporate-governance/governance-documents.
While Astronics Corporation does not vote, no votes willcurrently track environmental metrics on a company-wide basis, the Company recognizes the value and importance of reducing its impact on the global environment.

SOCIAL / HUMAN CAPITAL MANAGEMENT
Human Capital Management and Corporate Culture
Astronics Corporation greatly values its employees and recognizes that, without them, the Company would not have achieved the success it has accomplished since inception. Astronics strives to provide a positive, supportive work culture with a clear global vision and a collaborative work style. The Company strongly believes that a focus on learning and supporting career development can lead to success. With low attrition and high referral rates, Astronics Corporation regularly earns “best employer” awards.
As it relates to customers, investors, suppliers and partners, the Company is dedicated to conducting business with integrity and responsibility for the greater good. Astronics Corporation promotes honest and ethical conduct, compliance with applicable government regulations and accountability by all of its directors, officers and employees.
When considering an acquisition or partnership, the Company embeds questions specific to human capital management within its due diligence approach. These questions are in the areas of culture, equal employment opportunity, compliance with governing bodies, ethics, as well as employee benefits. Astronics Corporation asks these in an effort to ensure that the acquisition candidate is a positive cultural fit and to minimize any risk when assessing the acquisition candidate.
Relative to collective bargaining agreements, the Company has hourly production employees at PECO who are subject to collective bargaining agreements. Astronics Corporation considers its relations with all of its employees to be cast on such shareholder’s behalf on anygood.
The Board’s Role
In addition, Astronics Corporation’s Corporate Governance Guidelines outline expectations that the Board establish and promote policies that encourage a positive, supportive work culture. The Board recognizes that culture is critical to the
long-term success of Astronics and its strategy. Therefore, the policies referenced above apply to the Board as well as to relationships among and between the Board and employees.
6

PROXY SUMMARY
Voice of the itemsEmployee
The lifeblood of business atany organization is its employee base. Astronics relies on its individual subsidiaries to regularly gather employee feedback, using the Annual Meeting.Therefore, method each subsidiary believes is most appropriate. In some instances that feedback is obtained through “Town Hall” formats; in other instances
it is particularly importantobtained through surveys. However the feedback is collected, the Company expects its managers to solicit and, where applicable, use employee feedback to improve its business practices and working environment.
Diversity and Inclusion
Astronics believes that diversity and inclusion is critical for shareholders holding shares in “street name”the attraction and retention of top talent. The Company employs policies and procedures to instruct their brokersrecruit women and minority talent as well as policies to how they wishensure pay equality. Astronics Corporation has an Equal Employment Opportunity Policy whereby the Company commits to vote their shares.

1

PROPOSAL 1

ELECTION OF DIRECTORS

The Shareholders are being askedproviding equal employment opportunity for all qualified employees and applicants without regard to elect eight directors torace,

color, sex, sexual orientation, gender identity, religion, national origin, disability, veteran status, age, marital status, pregnancy, genetic information or other legally protected status. This policy is posted on the Company’sAstronics Corporation website at https://www.astronics.com/docs/default-source/atro-legal/careers/equal-employment-opportunity-policy.pdf.
Certifications and Training
The Board of Directors has adopted a Code of Business Conduct and Ethics that is applicable to hold office untilits Chief Executive Officer, Chief Financial Officer as well as all other directors, officers and employees of the electionCompany. The Company will disclose any amendment to this Code of Business Conduct and qualificationEthics or waiver of a provision of this Code of Business Conduct and Ethics, including the name of any person to whom the waiver was granted, on its website.
Further, the Company has a policy on Combatting Human Trafficking to ensure that employees, agents and suppliers of the Company do not engage in human trafficking or human trafficking activities.
Each subsidiary is expected to conduct both government/regulatory mandated training as well as professional development training, depending upon that subsidiary’s areas of expertise. The Company requires all of its employees to certify that they have read and understood the Code of Ethics. Based upon the needs of, and regulations associated with, each of the Company’s businesses, Astronics Corporation requires training for both regulatory and corporate compliance purposes.
Safety and Health
Astronics is committed to the safety of its customers and its employees. Each Astronics operation maintains environmental, health and safety policies that seek to promote the operation of its businesses in a manner that is protective of the health and safety of the public and its employees. In fact, Astronics Luminescent Systems Inc. has received safety awards from the State of New Hampshire for working more than a year without a lost time accident.
Astronics Corporation’s operations offer several health and welfare programs to employees to promote fitness and wellness and to encourage preventative healthcare. In addition, Astronics’ employees are offered a confidential employee assistance program that provides professional counseling to employees and their family members. Also, many of the Company’s operations offer greenspace for employees to use during their breaks.
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PROXY SUMMARY
Policies
It is Astronics’ intention to provide a safe, healthy working environment for its employees, to the extent possible. To achieve this, the Company has created the following policies,
some of which are available publicly, as indicated, some of which are internal to the organization:
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Code of Business Conduct and Ethics: https://www.astronics.com/about/corporate-responsibility
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Statement on Human Trafficking: https://investors.astronics.com/corporate-governance/governance-documents
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EEOC policy: https://www.astronics.com/docs/default-source/atro-legal/careers/equal-employment-opportunity-policy.pdf
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Affirmative Action Policy: https://www.astronics.com/docs/default-source/atro-legal/careers/affirmative-action-policy.pdf?sfvrsn=5908a958_2
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Drug-free workplace statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Improper conduct/discrimination/harassment statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Health and Safety statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Whistleblower (Reporting and Effect of Violations) statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
Additional documents and policies may be found at: https://investors.astronics.com/corporate-governance/governance-documents.
Benefits
Astronics offers a generous benefits program for its employees. The Company provides a drug-free work environment and
requires drug screening of all candidates accepting employment.

8

PROXY SUMMARY
Awards
Astronics Corporation is proud to have received numerous awards, recognizing both product quality as well as the Company’s ability to provide an excellent work environment.
A few of these awards include: General Atomics 2017 Supplier Excellence Award; Ballard Technology 2018 Supplier Excellence Award; Washington’s 100 Best Companies to Work For; Tech Briefs 2017 Product of the Year; Chicago’s
101 Best and Brightest Companies to Work For; Intel Supplier Continuous Quality Improvement; 2017 and 2018 Military & Aerospace Electronics Innovators Awards-Platinum; 2018 Global Technology Award; and 2018 and 2019 Top Workplace Award-Orange County Register (six consecutive years).
Voice of the Customer
Customer feedback is critically important to advancing initiatives and improving service levels. To accomplish this, the Company actively seeks customer feedback on an ongoing basis, relying upon each subsidiary to engage as that business
sees fit. Customer feedback mechanisms employed by Astronics subsidiaries routinely include the use of customer “scorecards” as well as soliciting input through ongoing discussions.
Community Engagement
Astronics’ employees participate in numerous community engagement activities. Astronics supports and encourages its employees to be active and participate in local charitable activities, and believes that the employee should choose to support the organization which means the most to her / him. The Company supports its employees at the subsidiary level,
providing them with needed time off and, at times with matching donations, to engage with the charities of their successorschoice. Those charities have included supporting local food banks and Marine Corps Toys for Tots. For more information, please click on each of the Company’s individual subsidiaries at https://www.astronics.com/careers.

GOVERNANCE
Corporate Responsibility
Astronics Corporation is dedicated to conducting business with integrity and responsibility for the nextgreater good. The Company promotes honest and ethical conduct, compliance with applicable government regulations and accountability by all of its directors, officers and employees. The Company’s Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics which, in conjunction with Board committee charters, form the framework for its governance and is applicable to its directors and all employees. The Board regularly reviews corporate governance developments and modifies its Corporate Governance Guidelines, committee charters and key policies as warranted. The company will disclose on its website any amendment to its Code of Business Conduct and Ethics or waiver of a provision of this Code of Business Conduct and Ethics, including the name of any person to whom the waiver is granted.
Astronics Corporation’s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer (CEO) and the oversight of the Board, to enhance the long-term value of Astronics Corporation for its shareholders. The Board of Directors stands in a fiduciary relation to the corporation and, in discharging these fiduciary duties, Directors shall act in a manner that they reasonably believe to be in the best long-term interests of the corporation, in particular, the interests of the shareholders. The Board recognizes that the interests of the corporation and its shareholders are advanced when they take into account the concerns of and the effect of any action upon employees, suppliers, customers, the communities in which operations are established, and other pertinent factors.
9

PROXY SUMMARY
Governance Highlights
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Supermajority of independent directors
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Independent Board Committees
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Annual Board member election
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Require double-trigger for equity acceleration upon a change in control
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Maintain a competitive compensation package
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Strong lead independent director role and responsibilities
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Require stock ownership for the Board of Directors
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Annual Board and Committee self-evaluations
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Strategy and risk oversight by full Board
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Board and Committees have the right to retain independent outside financial, legal or other advisors
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Director “overboarding” limits
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Regular executive sessions of independent directors
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CEO Succession Plan
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Policies and Charters
The following policies and charters exist at Astronics Corporation. Some of the Company’s policies contain sensitive
information and are not made public. Website links are available as indicated:
•
Audit Committee Charter:
https://content.equisolve.net/_eff438473c8cad08f323926340d08c96/astronics/db/591/4280/file/audit-committee-charter.pdf
•
Compensation Committee Charter:
https://content.equisolve.net/_eff438473c8cad08f323926340d08c96/astronics/db/591/4282/file/compensation-committee
-charter.pdf
•
Nominating/Governance Committee Charter:
https://content.equisolve.net/_eff438473c8cad08f323926340d08c96/astronics/db/591/4651/file/Nominating+Governance
+Committee+Charter-+ADOPTED+SEPTEMBER+18%2C+2019.pdf
•
Corporate Governance Guidelines:
https://content.equisolve.net/_eff438473c8cad08f323926340d08c96/astronics/db/591/4652/file/Corporate+Governance
+Guidelines-+FINAL+12-10-19.pdf
•
Political contributions statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
Social media
Cybersecurity policy; compliant with NIST 800-171
10

PROPOSAL 1: ELECTION OF DIRECTORS
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THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.
Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2021
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New Board Developments since the 2019 Proxy Statement
On June 10, 2019, Mr. Kevin Keane passed away. The Board of Directors and Management of the Company are grateful for Mr. Keane’s nearly 50 years of service on the Board of Directors, and his 45 year tenure as Chairman of the Board.
On September 19, 2019, Ms. Tonit Calaway joined Astronics’ Board of Directors.
On December 9, 2019, Mr. Robert Keane joined Astronics’ Board of Directors.
On February 28, 2020, Mr. Robert Brady was appointed Lead Director. Mr. Brady succeeds Mr. Raymond Boushie who has served in that role since 2016. Mr. Boushie remains on the Board of Directors.
Election of Directors
Astronics Corporation’s By-Laws, as amended, provide that the Board of Directors shall be composed of not less than three nor more than nine persons, as determined by the Board of Directors. Currently, the Board includes nine members, elected at each annual meeting of the Company’s shareholders. The eight directorsshareholders and who serve for a term of one year or until their successors are soduly elected will be alland qualified.
Each of the directorsDirectors attended at least 75% of the Company. UnlessBoard meetings held in 2019, except Tonit Calaway who joined the proxy directs otherwise,Board in September 2019 and Robert Keane who joined the persons namedBoard in the form of proxy will vote for the election of the eight nominees named below.December 2019. With the exception of Mr.Peter Gundermann, each of the nominees is independent within the meaning of the NASDAQ Stock Market, LLC director independence standards as currently in effect.
Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Raymond W. Boushie, Robert T. Brady, Tonit M. Calaway, Jeffry D. Frisby, Peter J. Gundermann, Warren C. Johnson, Robert S. Keane, Neil Y. Kim and Mark Moran, each of whom has been previously elected by Astronics Corporation shareholders other than Ms. Calaway and Mr. Keane. If any of thethese nominees should be unable to serve as a director, orbecome unavailable for goodelection for any reason, will not serve,it is intended that the proxyshares represented by the proxies solicited herewith will be voted in accordance withfor such other person as the best judgmentBoard of the person or persons acting under it. It is not anticipatedDirectors shall designate. The Board of Directors has no reason to believe that any of thethese nominees will be unable or unwilling to serve.

serve if elected to office. The following information is provided concerning the nominees for director:

Name of Nominee

  Age   

Positions and Offices With Astronics

  First Elected or
Appointed Director		 

Raymond W. Boushie

   78   Lead Director; Compensation (Chair), Audit and Nominating/Governance Committees of the Board of Directors   2005 

Robert T. Brady

   77   Director; Audit (Chair), Compensation and Nominating/Governance Committees of the Board of Directors   1990 

John B. Drenning

   81   Director; Nominating/Governance Committee of the Board of Directors   1970 

Jeffry D. Frisby

   62   Director; Audit, Compensation and Nominating/Governance Committees of the Board of Directors   2016 

Peter J. Gundermann

   55   Director, President and Chief Executive Officer of the Company   2001 

Warren C. Johnson

   58   Director; Audit, Compensation and Nominating/Governance Committees of the Board of Directors   2016 

Kevin T. Keane

   85   Chairman of the Board and Director   1970 

Neil Kim

   59   Director; Audit, Compensation and Nominating/Governance Committees of the Board of Directors   2016 

11

PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR NOMINEES
Noted below are current directors and/or director nominees of the Company who are presently serving, or have served during the preceding five years, on boards of directors of other publicly traded companies.
Raymond W. Boushie, 80
Compensation (Chair) and Audit Committees; Director since 2005
Experience
Raymond W. Boushie retired in 2005 as President and Chief Executive Officer at Crane Co.’s Aerospace & Electronics segment, a position he held since 1999. Previously he was President of Crane’s Hydro-Aire operation. Mr. Boushie has a B.A. from Colgate University, and has completed graduate work at the University of Michigan and the Wharton School of Finance at the University of Pennsylvania. Mr. Boushie has over 40 years of Aerospace industry experience.

Skills and Qualifications
Mr. Boushie’s past experience as President and CEO of a leading aerospace and electronics segment has provided him with extensive management experience within the same industry as Astronics Corporation. His more than 40 years in the aerospace industry provide the Company with institutional knowledge and context that is extremely valuable regarding long-term strategy. This also includes his experience as past Chairman of several important industry associations – General Managers Council, Manufacturers Alliance; General Aviation Manufacturers Association; and the Aerospace Industries Association. In addition, his financial qualifications and ongoing education make him a strong asset to the Audit Committee.
Robert T. Brady, 79
Director; Audit (Chair) and Nominating/Governance Committees; Director since 1990
Experience
Robert T. Brady retired in January 2014 as the Chief Executive Officer and Chairman of the Board of Moog Inc., a publicly traded company that is a designer and manufacturer of high performance, precision motion and control systems for use in aerospace, defense, industrial and medical markets. Mr. Brady was Chief Executive Officer of Moog Inc. from 1988 to December 1, 2011, Chairman of the Board from 1996 until his retirement, and a director of Moog Inc. from 1984 until January 2014. Prior to joining Moog in 1966, Mr. Brady served as an officer in the U.S. Navy. Mr. Brady received his B.S. in Mechanical Engineering from the Massachusetts Institute of Technology and his M.B.A. from Harvard Business School.

John B. Drenning

Other Public Board Memberships
Director, M&T Bank Corporation
Skills and Qualifications
Mr. Brady’s past experience as Chairman of public companies, including serving as lead independent director, provides Astronics Corporation with valuable insight into governance trends and metrics. Similarly, Mr. Brady’s former experience as CEO of Moog Inc. has provided him with extensive management experience within the same industry as Astronics Corporation. His institutional knowledge of the aerospace and defense industry provides helpful context in creating the Company’s long-term strategy. In addition, his financial qualifications and ongoing education make him a strong asset to the Audit Committee.
12

PROPOSAL 1: ELECTION OF DIRECTORS
Tonit M. Calaway, 52
Director; Compensation and Nominating/Governance Committees; Director since 2019
Experience
Tonit M. Calaway has served as Executive Vice President, Chief Legal Officer and Secretary of BorgWarner Inc. since August 2018. Previously, Ms. Calaway served as Executive Vice President and Chief Human Resources Officer from 2016 to August 2018. Before joining BorgWarner, Ms. Calaway held various positions during her 18-year career at Harley-Davidson, Inc., including Vice President of Human Resources and President of The Harley-Davidson Foundation. A securities attorney by training, Ms. Calaway rose through the legal department, serving as Associate General Counsel - Motor Company Operations, Assistant General Counsel, Chief Compliance Counsel, and Assistant Secretary. Ms. Calaway is a partnergraduate of the University of Wisconsin - Milwaukee, and received her juris doctorate from the University of Chicago Law School. She is a member of the State Bar of Wisconsin.
Skills and Qualifications
Ms. Calaway brings deep legal expertise in addition to strong management leadership experience as a member of the Buffalo, New York law firm of Hodgson Russ LLPExecutive team for a large Fortune 500 company. In addition, Ms. Calaway played a significant role in modernizing Borg Warner’s business practices and strengthening its relationships with key stakeholders, and excels at driving transformational change. She has beendeep experience in designing compensation programs, interfacing with collective bargaining groups, and in building consensus. Her skillsets are particularly valuable in her role on the private practice of law since 1964. Mr. Drenning received his law degree from Cornell University.

Compensation and Nominating/Governance committees.

Jeffry D. Frisby, 64
Director; Nominating/Governance (Chair) and Audit Committees; Director since 2016
Experience
Jeffry D. Frisby serves as the President and Chief Executive Officer of PCX Aerostructures, LLC, primarily a supplier of flight critical mechanical systems and assemblies, including rotor heads, complex shafts and related components. Previously, Mr. Frisby was Chief Executive Officer of Triumph Group, Inc., a publicly traded company that is a global leader in manufacturing and overhauling aerospace structures, systems and components, from July 2012 until April 2015, and its President from July 2009 until April 2015. Mr. Frisby served as Triumph’s Chief Operating Officer from July 2009 to July 2012. Previously, he had been Group President of Triumph Aerospace Systems Group, a group of companies that design, engineer and manufacture a wide range of proprietary andbuild-to-print components, assemblies and systems for the global aerospace original equipment manufacturers, from April 2003 to July 2009. He also held a variety of other positions within the Triumph Group as well as a predecessor group company, Frisby Aerospace, Inc. Mr. Frisby served as a Director of Triumph Group, Inc. from 2012 to April 2015. Mr. Frisby currently serves as a director of Quaker Chemical Corporation.Houghton. Mr. Frisby holds a B.S. in Business from Wake Forest University, Calloway School of Business. Mr. Frisby has almostover 40 years of Aerospace industry experience.

Other Public Company Board Memberships
Quaker Houghton; Triumph Group, Inc. (1)
(1) Effective April 2015, Mr. Frisby no longer serves as a director of Triumph Group, Inc.
Skills and Qualifications
Mr. Frisby brings significant aerospace experience spanning nearly 40 years, in addition to deep executive leadership, M&A and manufacturing expertise from his service as President and CEO of PCX Aerostructures as well as Triumph Group, Inc. Other skills include accounting/finance, financial reporting, industrial marketing, organizational development, global organizations, strategic planning and corporate development. Mr. Frisby brings complementary experience in corporate governance, audit and compensation through his service on the boards of other public and private companies.
13

PROPOSAL 1: ELECTION OF DIRECTORS
Peter J. Gundermann, 57
Chairman of the Board, Director, President and Chief Executive Officer of the Company; Director since 2001
Experience
Peter J. Gundermann has been a director of Astronics since 2001 and has held the position of President and Chief Executive Officer of the Company since 2003. Mr. Gundermann haswas named Chairman of the Board in June 2019. Mr. Gundermann had previously served as the President of Astronics’ Aerospace and Defense subsidiaries since 1991 and has been with the Company since 1988. He holds a B.A. in Applied Mathematics and Economics from Brown University and earned an M.B.A. from Duke University.

Other Public Company Board Memberships
Moog Inc.
Skills and Qualifications
Mr. Gundermann brings his vast institutional knowledge of the aerospace industry and of Astronics Corporation based on his tenure with the company of more than thirty years. During this time he has gained experience in the areas of M&A, finance and accounting, manufacturing and logistics, strategy, product development, customer management, and public company processes.
Warren C. Johnson, 60
Director, Compensation and Nominating/Governance Committees; Director since 2016
Experience
Warren C. Johnson served as President of the Aircraft Group for Moog Inc. from 2007 to 2016. Mr. Johnson was Vice President and General Manager of Moog’s Aircraft Group from 1999 to 2007 and prior to that served as Chief Engineer and Military Aircraft Product Line Manager of the Moog Aircraft Group. Mr. Johnson holds a B.S. and M.S. in Mechanical Engineering from The Ohio State University. In 2004, Mr. Johnson completed a SloansSloan Fellows M.B.A. at the Massachusetts Institute of Technology.

2

Skills and Qualifications
Mr. Johnson brings noteworthy aerospace experience from his 33-year career at Moog Inc., a worldwide manufacturer of precision control components and systems, including leading Moog's efforts to streamline aerospace product development cycle time and lean activities. His experience includes global operations as well as evaluating and integrating acquisition candidates.
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Kevin T.

PROPOSAL 1: ELECTION OF DIRECTORS
Robert S. Keane, 57
Director, Compensation and Audit Committees; Director since 2019
Experience
Robert S. Keane has been Chairman of the Company since 1974. Mr. Keane was previously theserved as President and Chief Executive Officer of the Company. Mr. Keane began his career with the Company as Executive Vice PresidentCimpress plc since he founded Cimpress in 1970January 1995 and remains active in his role as Chairman of theCimpress plc’s Board of Directors since November 2018. Mr. Keane previously served as Chairman of Cimpress’s former Management Board from September 2009 to November 2018 and as the Company. He holdsChairman of its Board of Directors from January 1995 to August 2009. From 1988 to 1994, Mr. Keane was an A.B.executive at Flex-Key Corporation, a former subsidiary of Astronics Corporation. Mr. Keane earned his B.A. in Economics and an M.B.A. from Harvard University.

College and his MBA from INSEAD (France).

Other Public Company Board Memberships
Cimpress plc
Skills and Qualifications
Mr. Keane has extensive experience leading complex, global operations. He has a strong track record of growing successful companies both organically and by acquisition, and is very experienced with public company processes. His previous experience with Astornics early in his career gives him a unique insight into the history and culture of the company.
Neil Y. Kim, 61
Director, Compensation and Audit Committees; Director since 2016
Experience
Neil Kim has served as Chief Technology Officer and Executive Vice President of Marvell Technology Group Ltd. sincefrom April 2017.2017 until his retirement in May 2019. Prior to that, Mr. Kim served as Broadcom Corporation’s Executive Vice President of Operations and Central Engineering until 2016 and was responsible for the company’s global manufacturing including foundry operations, supply chain management and corporate procurement. Mr. Kim joined Broadcom in 2000 and held a variety of senior management positions including Senior Vice President and Vice President of Central Engineering, as well as Senior Vice President of Operations and Engineering. Prior to Broadcom, from 1993 to 2000, Mr. Kim held a variety of senior technical and management positions, including Vice President of Engineering, where he managed critical product development and technical transitions at Western Digital Corporation, a global provider of products and services for storage devices. Mr. Kim served on the board of the Global Semiconductor Association from 2009 to 2015. Mr. Kim is named as an inventor on 33 patents. He received a B.S. in Electrical Engineering from the University of California, Berkeley.

Other Directorships

Current directors and/orPublic Company Board Memberships

Silicon Laboratories Inc. (2)
(2) Effective April 2017, Mr. Kim no longer serves as a director nominees of Silicon Laboratories Inc.
Skills and Qualifications
Mr. Kim brings deep expertise in global operations, supply chain and manufacturing as well as executive leadership. In addition to his public and private company Board experience, Mr. Kim has significant experience working for and with global organizations and in identifying, executing and integrating acquisitions.
15

PROPOSAL 1: ELECTION OF DIRECTORS
Mark Moran, 64
Director, Compensation and Nominating/Governance Committees; Director since 2018
Experience
Mark Moran served as the Company are presently serving, or haveChief Operations Officer of Continental Airlines prior to his retirement in 2012. He spent 17 years with Continental prior to its acquisition by United Airlines. During his tenure, which included eight years as the head of Operations, Continental grew to the fifth largest U.S. airline with 2,600 daily flights to over 260 airports. Since his retirement from Continental, Mr. Moran has served during the precedingas an independent aviation consultant to several multinational OEMs and Tier 1 suppliers to OEMs. Prior to Continental, Mr. Moran served ten years with USAir/ Piedmont, and before that, five years onwith Boeing Corporation. He is a graduate of Marquette University, where he earned a B.S. in Engineering.
Skills and Qualifications
Mr. Moran brings strong aerospace experience to the following boardsAstronics board due to his career in the commercial airline industry. His perspective as a customer is a unique contribution to our deliberations. The Company is increasingly involved with promoting its products directly to operators, and his in-depth knowledge of directorsairline operations and priorities complements the perspectives of other publicly traded companies:

Name of Director

Company

Raymond W. Boushie

Moog Inc. (1)

Robert T. Brady

Moog Inc. (2); M&T Bank Corporation; National Fuel Gas Company (3)

Jeffry D. Frisby

Quaker Chemical Corporation; Triumph Group, Inc. (4)

Peter J. Gundermann

Moog Inc.

Kevin T. Keane

MOD-PAC Corp. (5)

Neil Y. Kim

Silicon Laboratories Inc. (6)

Robert J. McKenna

Astronics Corporation (7)

(1)Effective January 2014, Mr. Boushie no longer serves as a director of Moog Inc. and did not stand forre-election in accordance with Moog Inc.’sby-laws.
(2)Effective January 2014, Mr. Brady no longer serves as a director of Moog Inc. and did not stand forre-election in accordance with Moog Inc.’sby-laws.
(3)Effective March 2014, Mr. Brady no longer serves as a director of National Fuel Gas Company and did not stand forre-election in accordance with the provisions of National Fuel Gas Company’s Corporate Governance Guidelines on Director Age.
(4)Effective April 2015, Mr. Frisby no longer serves as a director of Triumph Group, Inc.
(5)Effective September 2013,MOD-PAC Corp. is no longer a publicly traded company.
(6)Effective April 2017, Mr. Kim no longer serves as a director of Silicon Laboratories Inc.
(7)Mr. McKenna is not seekingre-election to the Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

3

others in the group.

16

CORPORATE GOVERNANCE AND

BOARD MATTERS


Board of Directors Independence


A majority of the Directors shall be independent, as that term is defined by applicable laws and regulations and in the NASDAQ listing standards. A Director will be considered independent only if the Board has affirmatively determined that the Director has no material relationship with Astronics, either directly or as a partner, shareholder or officer of an organization that has a relationship with Astronics that, based on the requirements of applicable laws and regulations and the NASDAQ listing standard, would impair his or her independent judgment. Not more than three individuals who fail to be determined to be independent Directors shall serve on the Board at any one time, provided, however, that this limitation on the number of non-independent directors shall not require a Director to resign or retire from the Board prior to the expiration of a term to which he or she was duly elected by the shareholders so long as the Board then has a majority of independent Directors.
The Board will annually review all commercial and charitable relationships of Directors to determine if there is a material
relationship that would preclude the Board from making an affirmative determination that an individual Director is independent. To facilitate this review, each non-employee Director will annually provide information regarding the Director’s business and other relationships with Astronics, its affiliates and senior management to enable the Board to evaluate the Director’s independence. This determination will be disclosed in the proxy statement for Astronics Corporation’s annual meeting of shareholders.
The Board of Directors has determined that each of its current directors, except for Mr. Gundermann, is independent within the meaning of the NASDAQ Stock Market, LLC director independence standards as currently in effect.

In addition, each member of the Audit Committee, the Compensation Committee and the Nominating/ Governance Committee is independent.

Board of Directors Ethics and Commitment
Directors shall possess the highest personal and professional ethics and integrity, and, in performance of their duties as directors, shall represent the long-term interests of the shareholders. The Board believes that its membership should reflect a diversity of experience, gender, race and ethnicity. Directors are selected on the basis of experience and personal capacities, including experience in industries similar to Astronics Corporation’s, managerial or other leadership experience; business acumen or particular expertise, business development experience, strategic capability, independence of judgment; familiarity with corporate governance, risk assessment and the responsibilities of directors; standing and reputation as a person of integrity; the potential contribution of each individual to the diversity of backgrounds, experience
and competencies which the Nominating/Governance Committee desires to have represented and ability to work constructively with the CEO and the Board.
Directors must devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serving on the Board for an extended period of time. Directors are expected to inform the Chairman if there is any significant change in their personal circumstances, including a change in their principal job responsibilities. Directors are expected to attend meetings of the Board and Committees of the Board on which they serve, except for good reason, and be prepared.
Board of Directors Meetings and Standing Committees


The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time as appropriate. All directors are expected to attend each meeting of the Board of Directors and the committees on which s/he serves, and are also invited, but not required, to attend the Annual Meeting. Messrs. Boushie,
Brady, Drenning, Frisby, Gundermann, Johnson, Keane, Kim and McKennaMoran attended the 20172019 Annual Meeting. Ms. Calaway and Mr. Keane did not attend as they had not yet been elected to the Board of Directors. The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating/Governance Committee. During the year ended
17

BOARD MATTERS
December 31, 2017,2019, the Board of Directors held fivenine meetings. Each director attended at least 75% of the meetings of the Board of Directors held in 2017.2019, other than Ms. Calaway and Mr. McKenna will retire fromKeane, who joined the Board in September and December 2019, respectively, and attended all meetings held after joining the Board. Astronics Corporation’s Board of Directors on May 31, 2018.

and employees mourned the passing of two former Board members in 2019: Mr. John Drenning and Mr. Kevin Keane, who passed away in March and June 2019, respectively.

TheAudit Committee consists of Messrs. Brady (Chair), Boushie, Frisby, Johnson,Keane and Kim, and McKenna, each of whom is independent within the meaning of the NASDAQ Stock Market, LLC director independence standards as currently in effect. The Board of Directors has determined that Messrs. Brady, Boushie, Frisby, Johnson,Keane and Kim and McKenna are each an “audit committee financial expert” as defined under federal securities laws. Information regarding the functions performed by the Committee is set forth in the “Report of the Audit Committee” included in this proxy statement. The Audit Committee held six meetings in 2017.2019. Each member of the Audit Committee members attended at least 75% of the meetings of the Audit Committee held in 2017.2019, other than Mr. Keane who joined the Board in December 2019 and attended all meetings held after joining the Board. The Audit Committee is governed by a written charter approved by the Board of Directors that is posted on the “Investors”“Corporate Governance” section of the Company’s website atwww.astronics.com. Mr. McKenna will retire from the Audit Committee on May 31, 2018.

https://investors.astronics.com/corporate-governance.

TheCompensation Committee consists of Messrs.Mr. Boushie (Chair), Brady, Frisby,Ms. Calaway, Messrs. Johnson, Keane, Kim and McKenna,Moran, each of whom is independent within the meaning of the NASDAQ Stock Market, LLC director independence standards as currently in effect. The Compensation Committee is responsible for reviewing and approving compensation levels for the Company’s executive officers and reviewing and making recommendations to the Board of Directors with respect to other matters relating to the compensation practices of the Company.InCompany. In appropriate circumstances, the Compensation Committee considers the recommendations of the Company’s Chief Executive Officer with respect to reviewing and approving compensation levels for other executive officers.Theofficers. The Compensation Committee does not use outside compensation consultantsonconsultants on a regular basis.Thebasis. The Committee may consult broad-based, third-party survey data to obtain a general understanding of current compensation practices of companies of similar size and industry in which the Company competes for employees. The Compensation Committee held four meetings in 2017.2019. Each of the Compensation Committee members attended at least 75% of the meetings of the Compensation Committee held in 2017.2019, other than Ms. Calaway and Mr. Keane who joined the Board in September and December 2019, respectively, and attended all
meetings held after joining the Board. The Compensation Committee is governed by a written charter approved by the Board of Directors that is posted on the “Investors”“Corporate Governance” section of the Company’s website atwww.astronics.com. Mr. McKenna will retire from the Compensation Committee on May 31, 2018.

https://investors.astronics.com/corporate-governance.

TheNominating/Governance Committee consists of Messrs. McKennaMr. Frisby (Chair), Boushie,Mr. Brady, Drenning, Frisby,Ms. Calaway, Messrs. Johnson and Kim,Moran, each of whom is independent within the meaning of the NASDAQ Stock Market, LLC director independence standards as currently in effect. The Nominating/Governance Committee is responsible for evaluating and selecting candidates for the Board of Directors and addressing corporate governance matters on behalf of the Board of Directors. In performing its duties to recommend nominees for the Board of Directors, the Nominating/Governance Committee seeks director candidates with the following qualifications, at minimum: high character and integrity; substantial life or work experience that is of particular relevance to the Company; sufficient time available to devote to his or her duties; and ability and willingness to represent the interests of all shareholders rather than any special interest group. The Nominating/Governance Committee may use third-party search firms to identify Board of Director candidates. It also relies upon recommendations from a wide variety of its contacts, including current executive officers, directors, community leaders and shareholders, as a source for potential candidates. Shareholders wishing to submit or nominate candidates for election to the Board of Directors must supply information in writing regarding the candidate to the Nominating/Governance Committee at the Company’s executive offices in East Aurora, New York. This information should include the candidate’s name, biographical data and qualifications. Generally, the Nominating/Governance Committee will conduct a process of making a preliminary assessment of each proposed nominee based upon biographical data and qualifications. This information is evaluated against the criteria described above and the specific needs of the Company at the time. Additional information regarding proposed nominees may be requested. On the basis of the information gathered in this process, the Nominating/Governance Committee determines which nominees to recommend to the Board of Directors. The Nominating/Governance Committee uses the same process for evaluating all nominees, regardless of the source of the recommendation. The Nominating/Governance Committee held one meetingfour meetings in 2017.2019. All of the members of the Nominating/Governance Committee members attended the only meetingat least 75% of the Committeemeetings held in 2017.2019, other than Ms. Calaway who joined the Board in September 2019 and attended all meetings held after joining the Board. The Nominating/Governance Committee is not governed by a written charter but acts pursuant to a resolution adopted byin September 2019 that is posted on the Board of Directors addressing the nomination process as required by federal securities laws and NASDAQ Stock Market, LLC regulations. Mr. McKenna will retire from the Nominating/Governance Committee on May 31, 2018. The Board will determine the next Chair“Corporate Governance” section of the Nominating/Governance CommitteeCompany’s website at its meeting on May 31, 2018.

4

https://investors.astronics.com/corporate-governance.

18

BOARD MATTERS
Executive Sessions of the Board


Non-management directors meet regularly in executive sessions.Non-management directors are all those directors who are not Company employees and includes directors, if any, who are not independent as determined by the Board of Directors. The Company’snon-management directors consist of all of its current directors, except Mr. Gundermann. An
executive session of the Company’snon-management directors is generally held in conjunction with each regularly scheduled Board of Directors meeting. Additional executive sessions may be called at the request of the Board of Directors, the Lead Director or thenon-management directors.

Code

Role of Ethics

the Lead Independent Director

In addition to the Chairman, the Board has a Lead Director. The principal role of the Lead Director is to serve as liaison between the Chairman and CEO and the Directors. The specific responsibilities of the Lead Director are, among others, to:
(i) collaborate with the Chairman and CEO to ensure the appropriate flow of information to the Board;
(ii) consult with the Chairman and CEO regarding Board agenda items;
(iii) coordinate and develop the agenda for and preside at sessions of the Board’s independent Directors, and as appropriate, communicate to the Chairman and CEO the substance of the discussions;
(iv) in the absence of the Chairman, act as Chair of meetings of the Board;
(v) recommend, when necessary, special meetings of the Board; and
(vi) act as principal liaison between the Directors and the Chairman and CEO on sensitive issues.
The agenda for each Board meeting shall be established by the Chairman and the Lead Director, and any Director may request items to be included on the agenda. Ample time is scheduled for each Board meeting to assure full discussion of important matters whether included on the agenda or not. Agendas always include financial and operating reports in addition to other reports, such as business unit and subject matter presentations, that could enhance a Director’s perspective and knowledge on various matters. Agenda and meeting materials are distributed in advance of Board and Committee meetings, and each Director has a duty to review the materials prior to the meeting.
Board Refreshment and Experience
The Board is committed to continuous improvement and employs a rigorous process to ensure that the composition of the Board is diverse, balanced and aligned with the evolving needs of the Company. The Board assesses the diversity of the directors’ experience, expertise, perspective, tenure and age, among other attributes, to ensure it has an appropriate mix of skills and experience to fulfill its oversight obligations.
The Board also considers the Company’s long-term strategy when evaluating which specific skills and experience are
required and weighs those skills when evaluating the current and potential directors. As part of the evaluation of the directors’ skills and experience, the Board reviews a director skillset chart which identifies expertise, experience and other characteristics that contribute to an effective and well-functioning board. The skills and qualifications for each current Director may be found on pages 12 to 16.
Annual Board Evaluation Process
The Board and each of the Committees shall perform annual self-evaluations. The Nominating/Governance Committee will develop and conduct the Board evaluation and will ensure
that each Committee of the Board conducts its own self-evaluation. The Board of Directors has adopted a Codethen reviews this feedback and makes improvements, as necessary.
19

BOARD MATTERS
Limit on Other Directorships
Directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of Business Conductpublic companies in addition to the Astronics Board, and Ethics that is applicableother Directors should not serve on more than four other boards of public companies in addition to its Chief Executive Officer, Chief Financial Officer as well as all other directors, officers and employees of the Company. This Code of Business Conduct and Ethics is postedAstronics Board. Membership on the “Investors” section of the Company’s website at www.astronics.com. The Company will disclose any amendment to this Code of Business Conduct and Ethics or waiver of a provision of this Code of Business Conduct and Ethics, including the name of any person to whom the waiver was granted, on its website.

Compensation Committee Interlocks and Insider Participation

Mr. Gundermann serves asmore public company boards by a director and as a member offor exceptional reasons requires approval by the Executive CompensationNominating/Governance Committee of Moog Inc. Mr. Brady, a director ofor its chairperson. Directors are expected to notify the Nominating/Governance Committee in writing before accepting

election or appointment to any public company board on which they did not serve when appointed to the Astronics Board.
The Board does not believe that arbitrary term limits on Directors’ service are appropriate nor does it believe that Directors should expect to be renominated annually. The Board self-evaluation process noted below will be an important determinant for Board tenure.
Board Interaction with Shareholders
Although the Company served as Chairman of the Board of Moog Inc. until his retirement in January 2014. Mr. Johnson, a director of the Company, served as President of the Aircraft Group of Moog Inc. from 2007 until his retirement in 2016. No member of the Compensation Committee was, during 2017, an officer or employee of the Company or any of its subsidiaries.

Compensation of Directors

The following table sets forth the cash compensation as well as certain other compensation paid to the Company’s directors during the year ended December 31, 2017:

Name

  Fees Earned or Paid
in Cash		   Option
Awards (4)		   Total 

Raymond W. Boushie (1)

  $60,000   $49,240   $109,240 

Robert T. Brady (1)

  $60,000   $49,240   $109,240 

John B. Drenning (1)

  $60,000   $49,240   $109,240 

Jeffry D. Frisby (1)

  $60,000   $49,240   $109,240 

Peter J. Gundermann (2)

   —      —      —   

Warren C. Johnson (1)

  $60,000   $49,240   $109,240 

Kevin T. Keane (1)

  $65,000   $49,240   $114,240 

Neil Kim (1)

  $60,000   $49,240   $109,240 

Robert J. McKenna (1)(3)

  $60,000   $49,240   $109,240 

(1)In 2017, each of Messrs. Boushie, Brady, Drenning, Frisby, Johnson, Keane, Kim and McKenna was awarded options under the 2005 Director Stock Option Plan to purchase 4,000 shares of Common Stock at an exercise price of $32.77 per share. These options vested in full on September 7, 2017 and terminate on March 7, 2027. At December 31, 2017, Messrs. Boushie, Brady, Drenning, Frisby, Johnson, Keane, Kim and McKenna had options to purchase 21,500; 33,000; 33,000; 4,000; 4,000; 13,000; 4,000; and 13,000 shares of Common Stock, respectively, and 12,548; 30,258; 30,258; 0; 0; 2,742; 0; and 2,742 shares of Class B Stock, respectively. The exercise price is 100% of the fair market value on date of grant.
(2)Peter J. Gundermann receives no separate compensation as a director of the Company.
(3)Mr. McKenna has served as a director since 1996 and will retire on May 31, 2018.
(4)All options issued to directors were issued pursuant to the Company’s 2005 Director Stock Option Plan. Options issued under this plan have an exercise price no less than the fair market value of the Common Stock on the date of grant. These options vest six months after date of grant, and generally expire 10 years after the date of grant. The total fair value of the award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amounts that may be realized by the director. A discussion of the assumptions used in calculating these values is in Note 13 to the audited financial statements in Astronics Corporation’s Annual Report on Form10-K for the year ended December 31, 2017.

5

Options

The Company’s 1997 Director Stock Option Plan, 2005 Director Stock Option Plan and 2017 Long Term Incentive Plan authorize it to grant options to purchase shares of common stock to its directors who are not executive officers or employees. The Nominating/Governance Committee makes recommendations to the full Board as to stock option grants for directors and awards are granted by the Board. Stock option grants generally are made during the30-day period commencing one week after the issuance of a press release announcing the Company’s quarterly or annual results of operations. The Nominating/Governance Committee reviews and approves stock option awards to directors based upon a review of competitive compensation data, its assessment of individual performance and retention considerations. On March 7, 2017, each of Messrs. Boushie, Brady, Drenning, Frisby, Johnson, Keane, Kim and McKenna were awarded options under the 2005 Director Stock Option Plan to purchase 4,000 shares of Common Stock at an exercise price of $32.77 per share. These options vested in full on September 7, 2017 and terminate on March 7, 2027.

Directors’ and Officers’ Indemnification Insurance

The Company has in place Directors’ and Officers’ Liability Insurance policies written by the Chubb Group, AIG, Travelers and Allied World for a twelve month term expiring July 1, 2018. The twelve month premium was $427,743. The policies have limits of $55 million in the aggregate and provide indemnification benefits and the payment of expenses in actions instituted against any director or officer of the Company for claimed liability arising out of their conduct in such capacities.

The Company also has entered into indemnification agreements with its directors and certain of its officers. The indemnification agreements provide that the director or officer will be indemnified for expenses, investigative costs and judgments arising from certain threatened, pending or completed legal proceedings.

Contacting the Board of Directors

Although we dodoes not have a formal policy regarding communications with the Board of Directors, shareholders may communicate with the Board of Directors by writing to: Board of Directors, Astronics Corporation, 130 Commerce Way, East Aurora, New York 14052. Shareholders who would like their submission directed to a particular director may so specify and the communication will be forwarded, as appropriate.

Board Composition and Diversity

The Board believes that management should speak for the corporation. Accordingly, each Director will refer all inquiries from shareholders, analysts, the press or customers to the CEO.
Proxy Access
A shareholder entitled to vote in the election of Directors, seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allowmay nominate a candidate for the Board of Directors only if written notice of the shareholder’s intent to satisfy its oversight responsibilities effectively. A slatedo so has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of directorsthe corporation and received by the corporation (a) with respect to an election to be nominatedheld at an annual meeting of shareholders, not later than sixty (60) nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting (or, if the date of the annual meeting is changed by more than twenty (20) days from such anniversary date, within ten (10) days after the date the corporation mails or otherwise give notice of the date of such meeting), and (b) with respect to an election to be held at a special meeting of shareholders called for electionthat purpose, not later than the close of business on the tenth (10th) day following the date on which notice of the special meeting was first mailed to the shareholders of the corporation.
Each shareholder’s notice of intent to make a nomination shall set forth: (i) the name(s) and address(es) of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the shareholder (a) is a holder of record of stock of the corporation
entitled to vote at such meeting, (b) will continue to hold such stock through the date on which the meeting is held, and (c) intends to appear in person or by proxy at the annual shareholders’ meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each yearnominee and any other person or persons (naming such person or persons) pursuant to which the nomination is approvedto be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A promulgated under Section 14 of the Securities Exchange Act of 1934, as amended, as now in effect or hereafter modified, had the nominee been nominated by the Board of Directors. In identifying candidatesDirectors; and (v) consent of each nominee to serve as a director of the corporation if so elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the qualifications of such person to serve as a director.
No person shall be eligible for election as a director unless nominated (i) by a shareholder in accordance with the foregoing procedure or (ii) by the Board of Directors takes into account (i) the comments and recommendations of board members regarding the qualifications and effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new board members, (ii) the requisite expertise and sufficiently diverse backgrounds ofa committee designated by the Board of Directors’ overall membership composition, (iii) the independenceDirectors.
20

BOARD MATTERS
Board Evaluation and Oversight of outside directors and other possible conflicts of interest of existing and potential members of the Board of Directors and (iv) all other factors it considers appropriate. Although the Company has no policy regarding diversity, the Board of Directors believe that diversity is an important component of a board of directors, including such factors as background, skills, experience and expertise.

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focused primarily on the information discussed in each of the directors’ individual biographies set forth elsewhere in this proxy statement. In particular, with regard to Messrs. Boushie, Brady, Frisby and Johnson, the Board of Directors considered their significant experience, expertise and background with regard to the aerospace industry. With regard to Mr. Kim, the Board of Directors considered his significant executive level experience, expertise and background in the semiconductor industry. The Board of Directors also considered the broad perspective brought by Mr. Drenning’s experience as an attorney representing companies in many diverse industries. The Board of Directors also considered the many years of experience with the Company represented by Messrs. Keane and Gundermann, the Company’s Chairman of the Board and Chief Executive Officer, respectively, with over forty-five years in the case of Mr. Keane, and over twenty-five years in the case of Mr. Gundermann.

Board Leadership Structure

The roles of the Company’s Chairman of the Board and its Chief Executive Officer have been served by separate individuals since 2003. The Company believes this leadership structure supports its current belief that it is the Chief Executive Officer’s responsibility to manage the Company and the Chairman’s responsibility to manage the Board. The Company believes its Chief Executive Officer and Chairman of the Board have an excellent working relationship that has allowed Mr. Gundermann to focus on the challenges that the Company is facing in the current business environment. By separating the roles of the Chairman of the Board and Chief Executive Officer positions, the Company ensures there is no duplication of effort between them. This provides strong leadership for the Company’s Board of Directors, while also positioning the Chief Executive Officer as the leader of the Company in the eyes of its customers, employees and other stakeholders.

Effective as of June 1, 2016, Mr. Boushie serves as Lead Director of the Board. As Lead Director, Mr. Boushie has authority to convene meetings of thenon-management members of the Board of Directors, to act as the Chairman of such meetings and to determine the agenda thereof.

6

Risk Oversight


The Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of the Company’s risk management is not only understandingto understand the specific risks itthe Company faces and what mitigating steps managementare being taken, while balancing what is taking to manage those risks, but also understanding whatan appropriate level of risk is appropriate for the Company. The involvement of the full Board of Directors in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

On a regular basis, senior leaders are invited to present to the Board of Directors on each business. These presentations include opportunities as well as risks and mitigating actions. On an ongoing basis, the Company relies on its business leaders to identify and mitigate risks wherever possible.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls over financial reporting, as well as compliance risk. In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy.

The Company maintains a Cybersecurity policy as well as Complaint procedures for accounting and auditing matters (“Whistleblower”), the latter of which may be found on the Corporate Governance section of the Company’s website. The Company conducts regular periodic training of its employees as to the protection of sensitive information which includes security awareness training intended to prevent the success of “phishing” attacks.

Board Leadership Structure and Size
At present, the Board has determined that combining the roles of the Chief Executive Officer and Chairman is in the best interests of the corporation. In addition to the Chairman, the Board has a Lead Director. The Board should be free to reconsider that determination in the future. It is the sense of the Board that a size of 7 to 9 members is about right for the corporation in light of its size and complexity of its business. The Board proposes a slate of nominees to the shareholders for election to the Board. Shareholders may propose nominees
for consideration by the Nominating/Governance Committee by submitting the names and supporting information according to the deadlines set forth in the corporation’s proxy statement for its most recent annual meeting to: Secretary, Astronics Corporation, 130 Commerce Way, East Aurora, New York 14052. Between annual shareholder meetings, the Board may elect Directors to fill vacancies to serve until the next annual meeting.
CEO Succession
The Board shall plan for the succession of the CEO. To assist the Board, the CEO will present an annual succession planning summary to the Board and will advise the Board of his recommendations and evaluations of potential successors. The Compensation Committee will assure assessment and feedback by the Board of Directors to the CEO on the strategic leadership, development, and internal and external representation of the corporation.
The Board believes that the primary and most constructive interaction with management is through the normal process of scheduled Board and Committee meetings, whether they be on regular business or special matters, at which any discussions can best be informed by the collective and varied knowledge
and experience of Directors and management. The Board also recognizes, however, that matters of integrity and corporate conduct, were they to arise, may call for direct access to senior management. As is judicious under these circumstances, independent Directors are free to contact executive officers and other senior managers of the corporation without senior corporate management present. As noted above in the Board Evaluation and Oversight of Risk discussion, on a regular basis senior leaders are invited to present to the Board of Directors on each business. In this manner, the Board becomes familiar with leadership beyond the office of the CEO and CFO.
21

BOARD MATTERS
Directors’ and Officers’ Indemnification Insurance
The Company has in place Directors’ and Officers’ Liability Insurance policies written by the Chubb Group, AIG, Travelers, and XL Catlin Insurance Co. for a twelve-month term expiring July 1, 2020. The twelve-month premium was $466,450. The policies have limits of $55 million in the aggregate and provide indemnification benefits and the payment of expenses in actions instituted against any director or officer of the Company for claimed liability arising out of their conduct in such capacities.
The Company also has entered into indemnification agreements with its directors and certain of its officers. The indemnification agreements provide that the director or officer will be indemnified for expenses, investigative costs and judgments arising from certain threatened, pending or completed legal proceedings.
Board Composition and Diversity
The Nominating/Governance Committee is responsible for developing the general criteria, subject to approval of the Board of Directors, for use in identifying, evaluating and selecting qualified candidates for election or re-election to the Board. The Nominating/Governance Committee periodically reviews the appropriate skills and characteristics required of the Board members in the context of the current composition of the Board. The Nominating/Governance Committee, in recommending candidates to the Board, seeks to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, corporate governance and global markets. When the Nominating/Governance Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the attributes of the existing Directors. In identifying candidates for director, the Board of Directors takes into account:
(i)
the comments and recommendations of board members regarding the qualifications and effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new board members,
(ii)
the requisite expertise and sufficiently diverse backgrounds of the Board of Directors’ overall membership composition,
(iii)
the independence of outside directors and other possible conflicts of interest of existing and potential members of the Board of Directors, and
(iv)
all other factors it considers appropriate.
The Board of Directors believes that ethnic and gender diversity are important considerations when evaluating Director candidates along with such factors as background, skills, experience and expertise. The Company will continue to consider all of these factors when proposing future candidates for the Board.
With respect to the current slate of Directors, the Board of Directors focused primarily on the information discussed in each of the directors’ individual biographies set forth elsewhere in this proxy statement. In particular, with regard to Messrs. Boushie, Brady, Frisby, Johnson, and Moran, the Board of Directors considered their significant experience, expertise and background with regard to the aerospace industry. With regard to Messrs. Kim and Keane, the Board of Directors considered their technical knowledge, significant mergers and acquisition experience, and expertise with complex, multinational organizations. With respect to Ms. Calaway, the Board of Directors considered her strong governance and human capital management experience. The Board of Directors also considered the more than thirty years of experience with the Company represented by Mr. Gundermann, the Company’s Chairman of the Board and Chief Executive Officer.
22

BOARD MATTERS
COMPENSATION OF DIRECTORS
The following table sets forth the cash compensation as well as certain other compensation paid to the Company’s directors during the year ended December 31, 2019:
​
​Name
​​
Fees Earned or Paid
in Cash
​​
Restricted
Stock Unit
Awards(7)
​​
Total
​
​
Raymond W. Boushie(1)
​​
$70,000
​​
$80,014
​​
$150,014
​
​
Robert T. Brady(1)
​​
$70,000
​​
$80,014
​​
$150,014
​
​
Tonit M. Calaway(2)
​​
$17,500
​​
—
​​
$17,500
​
​
John B. Drenning(1)(3)
​​
$17,500
​​
$80,014
​​
$97,514
​
​
Jeffry D. Frisby(1)
​​
$70,000
​​
$80,014
​​
$150,014
​
​
Peter J. Gundermann(4)
​​
—
​​
—
​​
—
​
​
Warren C. Johnson(1)
​​
$70,000
​​
$80,014
​​
$150,014
​
​
Kevin T. Keane(1)(5)
​​
$37,500
​​
$80,014
​​
$117,514
​
​
Robert S. Keane(6)
​​
—
​​
—
​​
—
​
​
Neil Kim(1)
​​
$70,000
​​
$80,014
​​
$150,014
​
​
Mark Moran(1)
​​
$70,000
​​
$80,014
​​
$150,014
​
(1)
In 2019, each of Messrs. Boushie, Brady, Drenning, Frisby, Johnson, Kevin Keane, Kim and Moran were awarded 2,222 Restricted Stock Units under the 2017 Long Term Incentive Plan. Each Restricted Stock Unit represents the right to receive, at settlement, one share of Common Stock. The Restricted Stock Units issued to Messrs. Boushie, Brady, Frisby, Johnson, Kim and Moran vested in full six months from the grant date on August 26, 2019, on which date each of Messrs. Boushie, Brady, Frisby, Johnson, Kim and Moran were issued 2,222 shares of Common Stock. At December 31, 2019, Messrs. Boushie, Brady, Frisby, Johnson, Kim and Moran had options to purchase 25,500; 30,500; 30,500; 8,000; 8,000; 8,000 and 0 shares of Common Stock, respectively, and 18,255; 27,107;1,200; 1,200; 1,200 and 0 shares of Class B Stock, respectively. The exercise price is 100% of the fair market value on date of grant.
(2)
Ms. Calaway joined the Board in September 2019. At December 31, 2019, Ms. Calaway did not have any options to purchase shares of Common Stock or Class B Stock.
(3)
Mr. Drenning passed away in March 2019. The Restricted Stock Units issued to Mr. Drenning vested upon his death in March 2019, and on August 26, 2019, Mr. Drenning’s estates was issued 2,222 shares of Common Stock. At December 31, 2019, Mr. Drenning’s estate held options to purchase 30,500 shares of Common Stock and 27,107 shares of Class B Stock.
(4)
Mr. Gundermann receives no separate compensation as a director of the Company.
(5)
Mr. Kevin Keane passed away in June 2019. The Restricted Stock Units issued to Mr. Kevin Keane vested upon his death in June 2019 and on August 26, 2019, Mr. Keane’s estate was issued 2,222 shares of Common Stock. At December 31, 2019, the Estate of Kevin T. Keane had options to purchase 17,000 shares of Common Stock and 5,703 shares of Class B Stock.
(6)
Mr. Robert Keane joined the Board in December 2019 and did not receive any compensation in 2019. At December 31, 2019, Mr. Robert Keane did not have any options to purchase shares of Common Stock or Class B Stock in his name individually. At December 31, 2019, the Estate of Kevin T. Keane, the father of Mr. Robert Keane, had options to purchase 17,000 shares of Common Stock and 5,703 shares of Class B Stock. Mr. Robert Keane is one of multiple beneficiaries (and one of multiple trustees) to a trust to be established by the estate. Mr. Robert Keane’s proportionate interest in the estate is well below 50%.
(7)
The total fair value of the award is determined under generally accepted accounting principles used to calculate the value of equity awards for purposes of the Company’s financial statements as described in Note 16 to the audited financial statements in Astronics Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019. The amounts do not reflect the actual amounts that may be realized by the director.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between any member of the Compensation Committee or any of the Company’s executive officers and any member of any other company’s board of directors or compensation committee (or equivalent).
No member of the Compensation Committee was, during 2019 or prior thereto, an officer or employee of the Company or any of its subsidiaries.
Board of Directors Stock Ownership Requirement
The Board believes that, in order to align the interests of the Directors and shareholders, Directors should have a significant financial stake in the corporation. The Corporate Governance Guidelines adopted by the Board in December 2019 provide that within four years of joining the Board, each non-employee
Director is expected to accumulate and maintain ownership of at least the number of shares equal to 400% of the annual cash retainer for the applicable calendar year, divided by the average of the closing price of a share of Astronics Corporation Common Stock for the previous calendar year.
23

BOARD MATTERS
Equity Awards
The Company’s 2017 Long Term Incentive Plan authorizes it to grant stock options, stock appreciation rights, restricted stock, restricted stock units and stock bonuses to non-employee directors of the Company. The Nominating/Governance Committee makes recommendations to the full Board as to equity grants for directors and awards are granted by the Board. The Nominating/Governance Committee reviews and approves equity awards to directors based upon a review of competitive compensation data, its assessment of individual performance and retention considerations. On February 26, 2019, each of Messrs. Boushie, Brady, Drenning, Frisby, Johnson, Kevin Keane, Kim and Moran were awarded 2,222 Restricted Stock Units. Each Restricted Stock Unit represents the right to receive, at settlement, one share of Common Stock. The Restricted Stock Units issued to Mr. Drenning and
Mr. Kevin Keane vested upon their deaths in March 2019 and June 2019, respectively, and on August 26, 2019, the estates of Mr. Drenning and Mr. Kevin Keane were issued 2,222 shares of Common Stock. The Restricted Stock Units issued to Messrs. Boushie, Brady, Frisby, Johnson, Kim and Moran vested in full six months from the grant date on August 26, 2019, on which date each of Messrs. Boushie, Brady, Drenning, Frisby, Johnson, Kevin Keane, Kim and Moran were issued 2,222 shares of Common Stock.
The non-employee directors as a class currently hold 1.6% of the Common Stock and 29.6% of the Class B Stock of the Company. We believe this aligns management’s interests with shareholder interests. See “Security Ownership of Certain Beneficial Owners and Management” on page 46.
24

BOARD MATTERS
Executive Officers


The executive officers of the Company, their ages, their positions and offices with the Company, and the date each assumed office with the Company, are as follows:

​

Name and Age

of Executive Officer

​

​

Positions and Offices with Astronics

​

​

Year First

Elected
Officer

​

​

Peter J. Gundermann,
Age 55

57
​​
Chairman, President, Chief Executive Officer and Director of the Company
​​
2001
​
​

David C. Burney,
Age 55

57
​​
Executive Vice President-Finance, SecretaryPresident – Finance and Chief Financial Officer of the Company
​​
2003
​
​

Mark A. Peabody
Age 59

Executive Vice President of the Company; President of Astronics Advanced Electronic Systems Corp.2010

James S. Kramer,
Age 54

56
​​
Executive Vice President of the Company; President of Luminescent Systems, Inc. and Astronics DME LLC
​​
2010
​
​
Michael C. Kuehn, Age 59
​​
Executive Vice President of the Company; President of Astronics Connectivity Systems & Certification Corp. and Armstrong Aerospace, Inc.
​​
2017
​

​

James F. Mulato,
Age 57

59
​​
Executive Vice President of the Company; President of Astronics Test Systems, Inc.
​​
2014
​
​
Mark A. Peabody, Age 61
​​
Executive Vice President of the Company; President of the Aerospace Segment of the Company; President of Astronics Advanced Electronics Systems Corp. and Astronics Custom Control Concepts Inc.
​​
2010
​

The principal occupation and employment for Messrs. Gundermann, Burney, PeabodyKramer, Mulato and KramerPeabody for the past five years has been with the Company in their respective current roles.

Mr. Kuehn and Mr. Mulato became Executive Vice Presidents of the Company on January 1, 2019.
Mr. Kuehn has been the President of Astronics TestConnectivity Systems Inc.& Certification Corp. since its acquisition by the Company in 2014.2017, and the President of Armstrong Aerospace,
Inc. since 2018. Prior to acquisition, Mr. MulatoKuehn ran that business beginning in 2008 as CEOPresident of EADS North America Defense Company and EADS North America Test & Services, Inc.Telefonix, Incorporated for eight years. Prior to that, Mr. MulatoKuehn was an engineeremployed with Lockheed MartinVerizon Airfone, previously GTE Airfone, where he spent over 25 years managing complex projects across numerous business units. Prior to that, Mr. Kuehn was involved in the management of civil and held several executive leadership positionsmilitary aviation programs at MPC, Inc. Mr. Kuehn earned his undergraduate degree from Lewis University and is currently pursuing a graduate degree from Lewis as well.
25

PROPOSAL 2: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​

​​
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP TO AUDIT THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS FOR 2020.
​
The Audit Committee, with the Airbus Group, includingapproval of the EADS positions noted above. Mr. Mulato received his Bachelor’s degreeBoard of Directors, has selected Ernst & Young LLP as the independent registered public accounting firm, to act as auditors of Astronics Corporation for 2019. All services provided on the Company’s behalf by Ernst & Young LLP during 2019 and
2018 were approved in Computeradvance by the Audit Committee. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and Information Science Engineering fromwill have the opportunity to make a statement if they desire and will be available to respond to appropriate questions.
Audit Fees. The Ohio State Universityfollowing table sets forth the fees billed to the Company for the last two years by the Company’s independent auditors, Ernst & Young LLP:
​
​​
2019
​​
2018
​
​
Audit
​​
$1,757,318
​​
$1,290,190
​
​
Audit-related
​​
$—
​​
$—
​
​
Tax
​​
$—
​​
$—
​
​
All Other
​​
$​7,200
​​
$—
​
The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee
must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee may delegate to an M.B.A. in Finance from Florida State University.

7

Audit Committee member the authority to approve permitted services provided that the delegated member reports any decisions to the committee at its next scheduled meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2020 YEAR.

26

REPORT OF THE AUDIT COMMITTEE


The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report with management and the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee is comprised of the directors named below, each of whom is independent as defined under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the NASDAQ Stock Market, LLC listing standards currently in effect. In addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, the Board of Directors has determined that each of Messrs. Boushie, Brady, Frisby, Johnson,Keane and Kim and McKenna qualify as an “audit committee financial expert.”

The Audit Committee operates under a written charter which includes provisions requiring Audit Committee advance approval of all audit andnon-audit services to be provided by independent public accountants.

The Audit Committee reviewed and discussed with management and Ernst & Young LLP, the Company’s independent registered public accounting firm, the Company’s audited consolidated financial statements for the year ended December 31, 2017.2019. In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement onPublic Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 61,1301, Communications with Audit Committees, as amended or supplemented.

Committees.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K, for the year ended December 31, 2017,2019, filed with the Securities and Exchange Commission.

​
April 7, 2020

April 17, 2018

​		​

Robert T. Brady, Chairman


Raymond W. Boushie


Jeffry D. Frisby

Warren C. Johnson


Robert S. Keane
Neil Kim

Robert J. McKenna

​

In accordance with and to the extent permitted by applicable law or regulation, the information contained in the Report of Audit Committee of Astronics Corporation shall not be incorporated by reference into any future filing under the
Securities Act or the Exchange Act and shall not be deemed to be “soliciting material” or to be “filed” with the SEC under the Securities Act or the Exchange Act.

8

27

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION


​


​​
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION INDICATING THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
​
The Company is required, pursuant to Section 14A of the Exchange Act, to provide a non-binding shareholder vote on our executive compensation as described in this proxy statement (commonly referred to as “Say-on-Pay”).
The advisory vote on executive compensation is a non-binding vote on the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis

section, the compensation tables, and the accompanying narrative disclosure, set forth in this Proxy Statement.

The Company maintains a compensation program that is comprehensive, consisting of base salary, annual incentives, long-term incentives and benefits, in support of our objective of providing superior value to shareholders and customers. The compensation program is designed to motivate and reward executives for sustained superior performance through the use of variable compensation tied to short, intermediate and long-term results. Astronics Corporation’s business success depends on our ability to attract and retain executive talent through competitive compensation opportunities provided by our program.
A significant majority of each Named Executive Officer’s, or NEOs, compensation is at-risk and dependent on the performance and execution of the Company’s strategic priorities.
The Board has approved a frequency period of every three years (a triennial vote) for non-binding shareholder votes on compensation of the Company’s Named Executive Officers. As a result, unless the Board determines otherwise, the next such vote will be held at the Company’s 2023 annual meeting.
For the reasons discussed above, the Board of Directors unanimously recommends that shareholders vote in favor of the following resolution:
“RESOLVED, that the shareholders hereby APPROVE, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement prepared in connection with its 2020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and narrative discussion).”
28

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Company’s compensation philosophy and program objectives are directed by two primary guiding principles. First, the program is intended to provide levels of compensation sufficient to attract, motivate and retain talented executives. Second, the program is intended to create an alignment of interests between the Company’s executives and shareholders such that a portion of each executive’s compensation is directly linked to maximizing long-term growth of shareholder value.

The Company’s goals are to outperform its industry, in terms of growth, financial performance, and innovation. In support of these goals, the executive compensation program is designed to energize its executive officers to outperform its industry and to reward performance that is directly relevant to the Company’s short-term and long-term success. As such, the Company provides both short-term and long-term incentives. The Committee has structured the executive compensation program with three primary underlying components: base salary, annual cash bonus incentives and long-term incentives. The Company’s
compensation objective is to (i) compensate its executive officers at a base level that is competitive with salaries near the average salaries paid by companies of similar size and nature, (ii) provide the opportunity for its executive officers to earn additional compensation in the form of annual cash bonuses, and (iii) design long-term incentive plans to focus executive efforts on the long-term goals of the Company and to maximize total return to the Company’s shareholders, while taking into account the Company’s performance and strategic goals.

The Compensation Committee utilizes its expertise and knowledge of the markets in which the Company competes for employees in determining compensation policy. In addition, the Committee may consult broad-based, third-party survey data to obtain a general understanding of current compensation practices of companies of similar size and industry.

The Company does not have a policy regarding hedging or pledging of Company stock and as such hedging transactions are generally permitted.
Base Salary

The Compensation Committee approves the salaries paid to the Company’s executive officers and as part of its responsibilities reviews these salaries annually. Individual salary changes are based on a combination of factors such as the performance of the executive, salary level relative to the
competitive market, level of responsibility, growth of Company operations and experience of the executive. In appropriate circumstances, the Compensation Committee considers the recommendations of the Company’s Chief Executive Officer.

Cash Bonus

The Compensation Committee has the authority to award discretionary annual incentive cash bonuses to the Company’s executive officers. Annual incentive bonuses are intended to compensate officers for achieving financial, strategic and operational success. Bonuses are not tied to specific, objective targets such as achieving a particular profit level. The Compensation Committee considers a number of factors in determining bonuses. Factors considered include profitability, sales growth over the most recent three-year period, the performance of the individual in the view of the Compensation
Committee, comparisons to external broad-based compensation data provided by a third party for the purpose of obtaining a general understanding of compensation practices of companies of similar size and industry and available information with respect to the aerospace and defense industry. Bonuses are not capped. Bonuses are reviewed and approved by the Compensation Committee. In appropriate circumstances, the Compensation Committee considers the recommendations of the Company’s Chief Executive Officer.

Long-Term Incentives

The Company believes that long-term performance is achieved through an ownership culture that incentivizes its executive officers through the use of stock-based awards. The Company’s stock option plans and the Company’s 2017 Long Term Incentive Plan (the “LTIP”) were established to provide certain of the Company’s employees, including its executive
officers, with incentives to help align those employees’ interests with the long-term interests of the Company’s shareholders. The Compensation Committee believes that the use of stock-based awards and restricted stock units is an important element of achieving its compensation goals. The Company has not adopted stock ownership guidelines, however each of the Company’s Named Executive Officers maintains a significant ownership of Astronics stock. See “Security Ownership of Certain Beneficial Owners and Management” on page 21 below. The Company’s broad-based Employee Stock Purchase Plan, its stock option plans, and 2017 Long
29

EXECUTIVE COMPENSATION
Term Incentive Plan have provided the principal method for its executive officers to
acquire equity or equity-linked interests in the Company.

Astronics Corporation 2017 Long Term Incentive Plan

In May 2017, the 2017 Long Term Incentive Plan was approved by shareholders, providing for the grant of 1,757,040 shares of stock-based awards. This amount includes 757,040 shares previously available for issuance under the 2005 Director Stock Option Plan and the 2011 Stock Option Plan, plus an additional 1,000,000 shares. The LTIP provides a
more flexible framework that permits the development and implementation of a variety of stock-based incentives which will enableenables the Company to base awards on key performance metrics as well as to further align ourits long-term incentive compensation with our peers and shareholder interests.

9

Options

The LTIP authorizes the Company to grant options to purchase shares of common stock to its employees. Prior to approval of the LTIP, the Company issued options to executive officers and key employees under its 2011 Stock Option Plan. No new issuances will be made under the 2011 Stock Option Plan. The goal of stock options is to create long-term incentives for key employees to maximize future performance of the Company. The Compensation Committee is the administrator of the 2017 Long Term Incentive Plan. Stock option grants generally are made annually or at the commencement of employment. The Compensation Committee reviews and approves stock optionequity awards to executive officers based upon a review of competitive compensation data, its expectation of future individual performance, a review of each executive’s existing long-term incentives and retention
considerations. Periodic stock option grants are made at the discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, the Compensation Committee considers the recommendations of the Company’s Chief Executive Officer. In 2017,December 2019, the Named Executive Officers were awarded stock options under the LTIP in the amounts indicated in the section entitled “Grants of Plan-Based Awards” on page 1435 below. Stock options granted by the Company have an exercise price equal to the fair market value of the Common Stock on the day of grant, typically straight linestraight-line vest 20% per annum based upon continued employment over a5-year period, and generally expire 10 years after the date of grant. Incentive stock options also include certain other terms necessary to assure compliance with the Internal Revenue Code of 1986, as amended.

Restricted Stock Units

While

In 2019, the Company did not issue any restricted stock units in 2017, it is expected thatissued performance-based restricted stock units will be a significant element of the Company’s long-term incentive compensation strategy for executive management beginning in 2018.(“RSUs”) to Named Executive Officers and time-based restricted stock units to key employees. In March 2018,February 2019, the Company issued performance-based restricted stock units to Messrs. Gundermann, Burney, Kramer, Peabody, Mulato and Mulato. Vesting underKuehn in the amounts indicated in the section entitled “Grants of Plan-Based Awards” on page 35 below. The performance criteria for issuance of such awards is based on the Company’s average annual adjustedAdjusted EBITDA for the period of January 1, 20182019 through December 31, 2020.

2021. Adjusted EBITDA is defined as the Company’s earnings before interest, taxes, depreciation, and amortization, adjusted by the Compensation Committee in its sole discretion for any extraordinary, unusual or nonrecurring events, including, but not limited to gains or losses on sales of businesses, insurance

proceeds, legal reserves or settlements, certain asset impairments or unique investments in R&D projects. The target number of RSUs will be issued if the Company’s mathematical average annual Adjusted EBITDA for the performance period is less than 15%, but at least equal to 10%, of the Company’s mathematical average annual revenue for the performance period. The threshold number of RSUs will be issued if the average annual Adjusted EBITDA is less than 10% of the average annual revenue for the performance period. The maximum number of RSUs will be issued if the average annual Adjusted EBITDA is greater than or equal to 15% of the average annual revenue for the performance period. Each RSU will be settled in one share of Common Stock.
Stock Ownership
While the Company does not presently have stock ownership guidelines for executive officers, the Named Executive Officers as a class currently hold 1.5% of the Common Stock and 21.3% of the Class B Stock of the Company. The Company believes this aligns management’s interests with shareholder
interests. See “Security Ownership of Certain Beneficial Owners and Management” on page 46 below. As described on page 23, the Company does require ownership by each of the Board of Directors.
30

EXECUTIVE COMPENSATION
Employment Agreements

The Company has an Employment Termination Benefits Agreement with each of Messrs. Gundermann, Burney, Kramer and Peabody, as described on page 1940 below. In addition, as described in the “Pension Benefits” section beginning on page 1739 below, Mr. Gundermann is a participant in the SERP,
while Messrs. Burney, Kramer and Peabody are each participants in the SERP II. The Company has not entered into an Employment Termination Benefits Agreement with Mr.Messrs. Kuehn or Mulato. Neither Messrs. Kuehn nor Mulato and Mr. Mulato is not a participantare participants in either the SERP or SERP II.

10

Compensation Committee Report

The Role of Shareholder Say-on-Pay Votes
The Company provides its shareholders with the opportunity to cast an advisory vote every three years on its executive compensation program (referred to as a “say-on-pay proposal”). At the Company’s Annual Meeting of Shareholders held on May 31, 2017, approximately 95% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee believes
that this result affirms shareholders’ support of the Board of Directors (the “Committee”) determinesCompany’s approach to executive compensation, and therefore maintained this approach in 2018 and 2019. The Compensation Committee will continue to consider the compensationoutcome of the Chief Executive Officer and otherCompany’s say-on-pay votes when making future compensation decisions for named executive officers of the Company. The Committee is composed entirely of directors who are neither executive officers nor employees of the Company. In addition to determining the salary and bonus compensation for the Company’s executive officers, the Committee determines the grants under the Company’s Stock Option Plans and 2017 Long Term Incentive Plan and oversees the administration of other compensation plans and programs.

The Committee has reviewed the Compensation Discussion and Analysis contained elsewhere in this proxy statement and has discussed it with management. In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form10-K for the year ended December officers.

31 2017 for filing with the Securities and Exchange Commission.

April 17, 2018

Raymond W. Boushie, Chairman

Robert T. Brady

Jeffry D. Frisby

Warren C. Johnson

Neil Kim

Robert J. McKenna

11



EXECUTIVE COMPENSATION
Distinguishing “Awarded” Pay from “Reported” Pay


In reviewing our executive compensation, it is important to distinguish the reported compensation provided to our Named Executive Officers in 2017 from the compensation that was actually awarded to our Named Executive Officers in 2017. We haveOfficers. The Company has provided the following additional compensation table in order to remove the volatility related to the effects of changes in actuarial assumptions on the value of the Named Executive Officers’ pension benefits as required to be disclosed in the
Summary Compensation Table. This table is not a substitute for the Summary Compensation Table, which appears on the next page.

The table below shows the total compensation awardedrequired to each of our Named Executive Officers duringbe reported in the years ended December 31, 2017, 2016 and 2015. This table includes:

Summary Compensation Table, but excluding any change in pension value.
Salaries paid during the year ended December 31, 2017;

Options awarded during the year ended December 31, 2017;

Bonus compensation paid during the year ended December 31, 2017; and

All other compensation.

Name and Principal Position

  Year   Salary   Bonuses   Option
Awards (1)		   All Other
Compensation		  Total 

Peter J. Gundermann

   2017   $538,500   $223,209   $525,474   $65,331 (2)  $1,352,514 

President and Chief Executive Officer

   2016   $528,000   $637,288   $277,054   $116,965   $1,559,307 
   2015   $503,000   $620,403   $286,056   $61,983   $1,471,442 

David C. Burney,

   2017   $325,380   $112,418   $126,873   $32,156 (3)  $596,827 

Executive Vice President – Finance and Chief Financial Officer

   2016   $319,000   $305,762   $83,729   $34,227   $742,718 
   2015   $304,000   $298,736   $85,608   $38,849   $727,193 

James S. Kramer,

   2017   $273,360   $98,072   $106,693   $33,136 (4)  $511,261 

Executive Vice President

   2016   $268,000   $244,751   $70,317   $28,814   $611,882 
   2015   $260,000   $236,690   $73,080   $29,349   $599,119 

Mark A. Peabody,

   2017   $359,050   $276,047   $140,060   $13,500 (5)  $788,657 

Executive Vice President

   2016   $352,000   $388,039   $92,351   $13,250   $845,640 
   2015   $335,000   $367,212   $93,960   $13,250   $809,422 

James F. Mulato,

   2017   $325,680   $91,272   $158,841   $49,434 (7)  $625,227 

President of Astronics Test Systems, Inc. (6)

   2016   $319,290   $289,759   $125,690   $48,096   $782,835 

​
Name and Principal Position
​​
Year
​​
Salary
​​
Bonuses
​​
Stock
Awards(1)
​​
Option
Awards(2)
​​
All Other
Compensation
​​
Total
​
​
Peter J. Gundermann,
President and Chief Executive Officer
​​
2019
​​
$560,300
​​
$342,178
​​
$65,970
​​
$799,884
​​
$76,930(3)
​​
$1,845,262
​
​
2018
​​
$549,270
​​
$478,827
​​
$70,633
​​
$531,243
​​
$100,378
​​
$1,730,351
​
​
2017
​​
$538,500
​​
$223,209
​​
—
​​
$525,474
​​
$65,331
​​
$1,352,514
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
​​
2019
​​
$343,500
​​
$237,272
​​
$39,827
​​
$150,008
​​
$55,929(4)
​​
$826,536
​
​
2018
​​
$331,888
​​
$236,221
​​
$42,856
​​
$128,421
​​
$43,941
​​
$783,327
​
​
2017
​​
$325,380
​​
$112,418
​​
—
​​
$126,873
​​
$32,156
​​
$596,827
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
James S. Kramer,
Executive Vice President
​​
2019
​​
$284,400
​​
$269,596
​​
$33,453
​​
$150,008
​​
$33,219(5)
​​
$770,676
​
​
2018
​​
$278,827
​​
$218,952
​​
$36,014
​​
$107,806
​​
$33,980
​​
$675,579
​
​
2017
​​
$273,360
​​
$98,072
​​
—
​​
$106,693
​​
$33,136
​​
$511,261
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
Michael C. Kuehn,
Executive Vice President (6)
​​
2019
​​
$362,100
​​
$217,260
​​
$88,765
​​
$200,195
​​
$14,000(7)
​​
$882,320
​
​
​​
​​
​​
​​
​​
​​
​
​
​​
​​
​​
​​
​​
​​
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
James F. Mulato,
Executive Vice President (8)
​​
2019
​​
$338,800
​​
$426,410
​​
$83,039
​​
$200,195
​​
$43,882(9)
​​
$1,092,326
​
​
2018
​​
$332,194
​​
$163,271
​​
$85,134
​​
$176,674
​​
$49,895
​​
$807,168
​
​
2017
​​
$325,680
​​
$91,272
​​
—
​​
$158,841
​​
$49,434
​​
$625,227
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
Mark A. Peabody,
Executive Vice President
​​
2019
​​
$373,500
​​
$322,544
​​
$43,932
​​
$150,008
​​
$14,000(7)
​​
$903,984
​
​
2018
​​
$366,231
​​
$337,886
​​
$47,145
​​
$141,706
​​
$14,126
​​
$907,094
​
​
2017
​​
$359,050
​​
$276,047
​​
—
​​
$140,060
​​
$13,500
​​
$788,657
​
(1)
The amounts reported in the “Stock Awards” column reflect the fair value of restricted stock units (‘RSUs”) on the grant date of the award. The total fair value of the RSU award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2019.
(2)
The amounts reported in the “Option Awards” column reflect the fair value on the grant date of the award. The total fair value of the option award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 1316 to the audited financial statements in the Astronics Corporation Annual Report on Form10-K for the year ended December 31, 2017.2019.
(2)
(3)
Represents personal use of company automobile, club fees and dues, contributionscontribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, personal use of company plane of $15,224, gross up for income taxes related to benefits of $19,690$23,623 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(3)
(4)
Represents club fees and dues of $16,178, automobile allowance, contribution to a medical reimbursement plan, gross up for income taxes related to benefits of $16,650 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(4)
(5)
Represents club fees and dues, gross up for income taxes related to benefits of $11,010$10,071 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(5)
(6)
Mr. Kuehn became a Named Executive Officer and Executive Vice President of the Company on January 1, 2019. Mr. Kuehn is not a participant in the SERP or SERP II.
(7)
Represents the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(6)(8)
Mr. Mulato became a Named Executive Officer on January 1, 2017 and is not a participant in the SERP or SERP II.
(7)
(9)
Represents club fees and dues, contributions to a medical reimbursement plan,automobile allowance of $14,356, gross up for income taxes related to benefits automobile allowance of $14,356 and the contribution to the Company’s Profit Sharing/ 401K Plan made by the Company of $13,500.$14,000.

12

32

EXECUTIVE COMPENSATION
Summary Compensation Table


The following table sets forth the cash compensation as well as certain other compensation earned by the Company’s Named Executive Officers during the years ended
December 31, 2017, 20162019, 2018 and 2015.2017. Such amounts do not reflect actual cash received by the Named Executive Officers in 2019, 2018 or 2017.

Name and Principal Position

  Year   Salary   Bonuses   Option
Awards (1)		   Change in Pension
Value and Non-Qualified
Deferred
Compensation Earnings		  All Other
Compensation		  Total 

Peter J. Gundermann

   2017   $538,500   $223,209   $525,474   $2,485,358 (2)  $65,331 (3)  $3,837,872 

President and Chief Executive Officer

   2016   $528,000   $637,288   $277,054   $841,718 (2)  $116,965   $2,401,025 
   2015   $503,000   $620,403   $286,056   $340,364 (2)  $61,983   $1,811,806 

David C. Burney,

   2017   $325,380   $112,418   $126,873   $603,282 (2)  $32,156 (4)  $1,200,109 

Executive Vice President – Finance and Chief Financial Officer

   2016   $319,000   $305,762   $83,729   $451,419 (2)  $34,227   $1,194,137 
   2015   $304,000   $298,736   $85,608   $111,840 (2)  $38,849   $839,033 

James S. Kramer,

   2017   $273,360   $98,072   $106,693   $476,199 (2)  $33,136 (5)  $987,460 

Executive Vice President

   2016   $268,000   $244,751   $70,317   $286,096 (2)  $28,814   $897,978 
   2015   $260,000   $236,690   $73,080   $60,006 (2)  $29,349   $659,125 

Mark A. Peabody,

   2017   $359,050   $276,047   $140,060   $588,695 (2)  $13,500 (6)  $1,377,352 

Executive Vice President

   2016   $352,000   $388,039   $92,351   $468,930 (2)  $13,250   $1,314,570 
   2015   $335,000   $367,212   $93,960   $84,459 (2)  $13,250   $893,881 

James F. Mulato,

   2017   $325,680   $91,272   $158,841    —    $49,434 (8)  $625,227 

President of Astronics Test Systems, Inc. (7)

   2016   $319,290   $289,759   $125,690    —    $48,096   $782,835 

​
Name and Principal Position
​​
Year
​​
Salary
​​
Bonuses
​​
Stock
Awards(1)
​​
Option
Awards(2)
​​
Change in Pension
Value and Non-Qualified
Deferred
Compensation Earnings(3)
​​
All Other
Compensation
​​
Total
​
​
Peter J. Gundermann,
President and Chief Executive Officer
​​
2019
​​
$560,300
​​
$342,178
​​
$65,970
​​
$799,884
​​
$1,916,098
​​
$76,930(4)
​​
$3,761,360
​
​
2018
​​
$549,270
​​
$478,827
​​
$70,633
​​
$531,243
​​
$        0
​​
$100,378
​​
$1,730,351
​
​
2017
​​
$538,500
​​
$223,209
​​
—
​​
$525,474
​​
$2,485,358
​​
$65,331
​​
$3,837,872
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
​​
2019
​​
$343,500
​​
$237,272
​​
$39,827
​​
$150,008
​​
$952,705
​​
$55,929 (5)
​​
$1,779,241
​
​
2018
​​
$331,888
​​
$236,221
​​
$42,856
​​
$128,421
​​
$      0
​​
$43,941
​​
$783,327
​
​
2017
​​
$325,380
​​
$112,418
​​
—
​​
$126,873
​​
$603,282
​​
$32,156
​​
$1,200,109
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
James S. Kramer,
Executive Vice President
​​
2019
​​
$284,400
​​
$269,596
​​
$33,453
​​
$150,008
​​
$759,468
​​
$33,219(6)
​​
$1,530,144
​
​
2018
​​
$278,827
​​
$218,952
​​
$36,014
​​
$107,806
​​
$      0
​​
$33,980
​​
$675,579
​
​
2017
​​
$273,360
​​
$98,072
​​
—
​​
$106,693
​​
$476,199
​​
$33,136
​​
$987,460
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
Michael C. Kuehn,
Executive Vice President(7)
​​
2019
​​
$362,100
​​
$217,260
​​
$88,765
​​
$200,195
​​
—
​​
$14,000(8)
​​
$882,320
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
James F. Mulato,
Executive Vice President(9)
​​
2019
​​
$338,800
​​
$426,410
​​
$83,039
​​
$200,195
​​
—
​​
$43,882(10)
​​
$1,092,326
​
​
2018
​​
$332,194
​​
$163,271
​​
$85,134
​​
$176,674
​​
—
​​
$49,895
​​
$807,168
​
​
2017
​​
$325,680
​​
$91,272
​​
—
​​
$158,841
​​
—
​​
$49,434
​​
$625,227
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
Mark A. Peabody,
Executive Vice President
​​
2019
​​
$373,500
​​
$322,544
​​
$43,932
​​
$150,008
​​
$895,920
​​
$14,000(8)
​​
$1,799,904
​
​
2018
​​
$366,231
​​
$337,886
​​
$47,145
​​
$141,706
​​
$      0
​​
$14,126
​​
$907,094
​
​
2017
​​
$359,050
​​
$276,047
​​
—
​​
$140,060
​​
$588,695
​​
$13,500
​​
$1,377,352
​
(1)
The amounts reported in the “Stock Awards” column reflect the fair value of restricted stock units (‘RSUs”) on the grant date of the award. The total fair value of the RSU award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2019.
(2)
The amounts reported in the “Option Awards” column reflect the fair value on the grant date of the award. The total fair value of the option award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 1316 to the audited financial statements in the Astronics Corporation Annual Report on Form10-K for the year ended December 31, 2017.2019.
(2)
(3)
Represents the annual increasechange in the actuarial present value of accumulated benefits under ourthe Supplemental Retirement Plan (“SERP”) and our Supplemental Retirement Plan II (“SERP II”), not actual payments made to the participant or to an account on his behalf. The increasesChanges in the actuarial present value of the plans are due to year over year changes to the actuarial assumptions and service costs and are not the result of modifications to the plans. The actuarial estimate is based on a number of assumptions such as interest rates, retirement age, life expectancy and future wages, and assumes each participant will vest in the benefit and that the plan will continue to exist and pay benefits in the future. The change in the actuarial present value increased significantly from 2018 to 2019 for SERP and SERP II participants because of a change in the applied discount rate of 4.20% to 3.60%, and in Mr. Gundermann’s case, also because he was married during 2017.3.17%.
(3)
(4)
Represents personal use of company automobile, club fees and dues, contributionscontribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, personal use of company plane of $15,224, gross up for income taxes related to benefits of $19,690$23,623 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(4)
(5)
Represents club fees and dues of $16,178, automobile allowance, contribution to a medical reimbursement plan, gross up for income taxes related to benefits of $16,650 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(5)
(6)
Represents club fees and dues, gross up for income taxes related to benefits of $11,010$10,071 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(6)
(7)
Mr. Kuehn became a Named Executive Officer and Executive Vice President of the Company on January 1, 2019. Mr. Kuehn is not a participant in the SERP or SERP II.
(8)
Represents the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $13,500.$14,000.
(7)(9)
Mr. Mulato became a Named Executive Officer on January 1, 2017 and is not a participant in the SERP or SERP II.
(8)
(10)
Represents club fees and dues, contributions to a medical reimbursement plan,automobile allowance of $14,356, gross up for income taxes related to benefits automobile allowance of $14,356 and the contribution to the Company’s Profit Sharing/ 401K Plan made by the Company of $13,500.$14,000.

13

33

EXECUTIVE COMPENSATION
CEO Pay Ratio


In accordance with the final rule issued under Section 953(b) of the Dodd-Frank Act, companies, including Astronics Corporation, are now required to disclose the ratio of the total annual compensation of their CEO to that of their median employee. The new SEC rules require disclosure of (i) the median of the annual total compensation of all employees of Astronics Corporation, except the CEO;CEO, (ii) the annual total compensation of the CEO;CEO, and (iii) the ratio of the amount of the CEO to the amount of the median employee’s annual total compensation of all employees of Astronics Corporation. Because the SEC rules do not mandate a particular approach to determining the median employee, Astronics Corporation has employed the following approach:

Astronics Corporation has elected to identify theits median employee as of December 31, 2017.2019. The ratio disclosed below was calculated using Mr. Gundermann’s total compensation for 2017.

Our median employee was identified by calculating the total cash compensation granted in 20172019 to all employees, excluding the CEO, employed as of

December 31, 2017.2019. The fixed compensation of employees hired during the year or acquired through acquisition was annualized.

The ratio disclosed below was calculated using the annual total compensation of Mr. Gundermann and of the median employee for 2019.

As calculated using the methodology required for the Summary Compensation Table, which includes the change in the actuarial present value for accumulated benefits under SERP and SERP II, the total annual compensation of Mr. Gundermann was $3,837,872$3,761,360 and the total annual compensation of the median employee was $54,992.$55,655. This yields a ratio of 69.7967.58 to 1.

If the ratio were calculated based upon “awarded” pay rather than “reported” as described on page 12,32, the total annual compensation of Mr. Gundermann would have been $1,352,514$1,845,262 and the total annual compensation of the median employee would remain as $54,992.$55,655. This would have yielded a ratio of 24.5933.16 to 1, rather than 69.7967.58 to 1.

34

EXECUTIVE COMPENSATION
Grants of Plan-Based Awards


The following table sets forth information with respect to plan-based awards granted in 20172019 to the executives named in the summary compensation table. All options and RSUs were
granted pursuant to the Company’s 2017 Long Term Incentive Plan.

Name

 Grant Date (1)  All Other Option
Awards: Number of
Securities Underlying
Options (2)		  Exercise or Base Price
of Option Awards
per share		  Grant Date
Fair Value (3)		 

Peter J. Gundermann, President and

Chief Executive Officer

  December 12, 2017   26,300  $40.95  $525,474 

David C. Burney, Executive Vice President –

Finance and Chief Financial Officer

  December 12, 2017   6,350  $40.95  $126,873 

James S. Kramer,

Executive Vice President

  December 12, 2017   5,340  $40.95  $106,693 

Mark A. Peabody,

Executive Vice President

  December 12, 2017   7,010  $40.95  $140,060 

James F. Mulato,

President of Astronics Test Systems, Inc.

  December 12, 2017   7,950  $40.95  $158,841 

​
Name
​​
Grant Date (1)
​​
Estimated Future Payouts Under Equity
Incentive Plan Awards (2)
​​
All Other
Option
Awards: Number
of Securities
Underlying
Award(3)
​​
Exercise or
Base Price of
Option Awards
per share
​​
Grant Date
Fair Value of
Stock and
Option Awards(4)
​
​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
​
Peter J. Gundermann
​​
​​
​​
​​
​​
​​
​​
​
​
Options
​​
December 9, 2019
​​
​​
​​
​​
61,200
​​
$30.04
​​
$799,884
​
​
RSUs
​​
February 26, 2019
​​
1,374
​​
1,832
​​
2,107
​​
​​
​​
$65,970
​
​
David C. Burney
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
Options
​​
December 9, 2019
​​
​​
​​
​​
13,600
​​
$30.04
​​
$150,008
​
​
RSUs
​​
February 26, 2019
​​
830
​​
1,106
​​
1,272
​​
 
​​
 
​​
$39,827
​
​
James S. Kramer
​​
​​
​​
​​
​​
​​
​​
​
​
Options
​​
December 9, 2019
​​
​​
​​
​​
13,600
​​
$30.04
​​
$150,008
​
​
RSUs
​​
February 26, 2019
​​
697
​​
929
​​
1,068
​​
​​
​​
$33,453
​
​
Michael C. Kuehn
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
Options
​​
December 9, 2019
​​
​​
​​
​​
18,150
​​
$30.04
​​
$200,195
​
​
RSUs
​​
February 26, 2019
​​
1,849
​​
2,465
​​
2,835
​​
 
​​
 
​​
$88,765
​
​
James F. Mulato
​​
​​
​​
​​
​​
​​
​​
​
​
Options
​​
December 9, 2019
​​
​​
​​
​​
18,150
​​
$30.04
​​
$200,195
​
​
RSUs
​​
February 26, 2019
​​
1,730
​​
2,306
​​
2,652
​​
​​
​​
$83,039
​
​
Mark A. Peabody
​​
​​
​​
​​
​​
​​
​​
​
​
Options
​​
December 9, 2019
​​
​​
​​
​​
13,600
​​
$30.04
​​
$150,008
​
​
RSUs
​​
February 26, 2019
​​
915
​​
1,220
​​
1,403
​​
​​
​​
$43,932
​
(1)
The grant date is the date the Compensation Committee of the Board of Directors meets to approve the awards.
(2)
Represents the potential payout range related to Restricted Stock Units awarded to NEOs, subject to achievement of performance targets. The RSUs are earned based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2019 and ending December 31, 2021. Adjusted EBITDA is defined as the Company’s earnings before interest, taxes, depreciation, and amortization, adjusted by the Compensation Committee in its sole discretion for any extraordinary, unusual or nonrecurring events, including, but not limited to gains or losses on sales of businesses, insurance proceeds, legal reserves or settlements, certain asset impairments or unique investments in R&D projects. The target number of RSUs will be issued if the average annual Adjusted EBITDA for the performance period is less than 15%, but at least equal to 10%, of the Company’s mathematical average annual revenue for the performance period.
(3)
Represents the number of shares of Common Stock underlying options awarded to the named executives on the grant date. The options vest at the rate of 20% per year commencing on December 12, 20189, 2020 and expire 10 years after the date of grant.
(3)
(4)
Represents the full grant date fair value calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amounts that may be realized by the executive officers. Assumptions used to calculate these amounts are included in Note 1316 of the audited financial statements in Form10-K for the year ended December 31, 2017.2019.

14

35

EXECUTIVE COMPENSATION
Outstanding Equity Awards at FiscalYear-End


The following table sets forth information with respect to the executives named in the summary compensation table relating to unexercised stock options, stock that has not vested, and
equity incentive plan awards outstanding as of December 31, 2017:

   Option Awards

Name

  Number of Securities
Underlying
Unexercised Options
Exercisable		   Number of Securities
Underlying
Unexercised Options
Unexercisable		   Option Exercise
Price		   Option Expiration Date

Peter J. Gundermann,

   35,451    —     $3.27   December 9, 2018

President and Chief

   51,588    —      3.27   December 9, 2018

Executive Officer

   37,480    —      3.27   December 3, 2019
   52,812    —      3.27   December 3, 2019
   14,700    —      8.82   December 2, 2020
   20,714    —      8.82   December 2, 2020
   10,700    —      15.63   December 1, 2021
   12,734    —      15.63   December 1, 2021
   18,700    —      10.58   November 29, 2022
   16,912    —      10.58   November 29, 2022
   6,640    1,660    32.72   December 11, 2023
   3,898    974    32.72   December 11, 2023
   6,060    4,040    35.46   December 11, 2024
   1,954    1,303    35.46   December 11, 2024
   5,480    8,220    31.88   December 3, 2025
   822    1,233    31.88   December 3, 2025
   2,892    11,568    36.52   December 14, 2026
   —      26,300    40.95   December 12, 2027

David C. Burney,

   12,690    —     $3.27   December 9, 2018

ExecutiveVice President –

   17,881    —      3.27   December 9, 2018

Finance and Chief

   12,710    —      3.27   December 3, 2019

Financial Officer

   17,909    —      3.27   December 3, 2019
   5,000    —      8.82   December 2, 2020
   7,045    —      8.82   December 2, 2020
   3,600    —      15.63   December 1, 2021
   4,284    —      15.63   December 1, 2021
   6,400    —      10.58   November 29, 2022
   5,788    —      10.58   November 29, 2022
   2,080    520    32.72   December 11, 2023
   1,221    305    32.72   December 11, 2023
   1,890    1,260    35.46   December 11, 2024
   610    406    35.46   December 11, 2024
   1,640    2,460    31.88   December 3, 2025
   246    369    31.88   December 3, 2025
   874    3,496    36.52   December 14, 2026
   —      6,350    40.95   December 12, 2027

James S. Kramer,

   11,800    —     $3.27   December 9, 2018

Executive Vice President

   16,627    —      3.27   December 9, 2018
   11,750    —      3.27   December 3, 2019
   16,557    —      3.27   December 3, 2019
   4,350    —      8.82   December 2, 2020
   6,129    —      8.82   December 2, 2020
   3,200    —      15.63   December 1, 2021
   3,808    —      15.63   December 1, 2021
   5,700    —      10.58   November 29, 2022
   5,155    —      10.58   November 29, 2022
   1,864    466    32.72   December 11, 2023
   1,094    273    32.72   December 11, 2023
   1,632    1,088    35.46   December 11, 2024
   526    351    35.46   December 11, 2024
   1,400    2,100    31.88   December 3, 2025
   210    315    31.88   December 3, 2025
   734    2,936    36.52   December 14, 2026
   —      5,340    40.95   December 12, 2027

15

2019:

​
​​
Options(1)
​​
Restricted Stock Units
​
​
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
​​
Option
Exercise
Price
​​
Option
Expiration
Date
​​
Number of
Shares or Units
of Stock That
Have Not
Vested
​​
Market
Value of
Shares
or Units
That Have
Not
Vested
​​
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
​​
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
​
​
Peter J. Gundermann
President and Chief Executive Officer
​​
14,700
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
2,076(2)
​​
$70,633
​
​
26,025
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
1,832(3)
​​
$65,970
​
​
10,700
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
16,249
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
18,700
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
22,254
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
8,300
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
6,848
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
10,100
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
5,261
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
10,960
​​
2,740
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
3,534
​​
884
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
8,676
​​
5,784
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
1,301
​​
868
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
10,520
​​
15,780
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
1,578
​​
2,367
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
6,958
​​
27,832
​​
31.57
​​
December 13, 2028
​​
​​
​​
​​
​
​
—
​​
61,200
​​
30.04
​​
December 9, 2029
​​
​​
​​
​​
​
​
David C. Burney,Executive Vice President— Finance And Chief Financial Officer
​​
5,000
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
1,259(2)
​​
$42,856
​
​
8,852
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
1,106(3)
​​
$39,827
​
​
3,600
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
5,467
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
6,400
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
7,616
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
2,600
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
2,145
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
3,150
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
1,641
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​��
​
​
3,280
​​
820
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
1,058
​​
264
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
2,622
​​
1,748
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
394
​​
262
​​
31.76
​​
December 14, 2016
​​
​​
​​
​​
​
​
2,540
​​
3,810
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
381
​​
572
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
1,682
​​
6,728
​​
31.57
​​
December 13, 2028
​​
​​
​​
​​
​
​
—
​​
13,600
​​
30.04
​​
December 9, 2029
​​
​​
​​
​​
​
36

Name

  Number of
Securities
Underlying
Unexercised Options
Exercisable		   Number of Securities
Underlying
Unexercised Options
Unexercisable		   Option Exercise
Price		   Option Expiration Date

Mark A. Peabody,

   16,880    —     $3.27   December 9, 2018

ExecutiveVice President

   23,785    —      3.27   December 9, 2018
   16,840    —      3.27   December 3, 2019
   23,729    —      3.27   December 3, 2019
   6,500    —      8.82   December 2, 2020
   9,159    —      8.82   December 2, 2020
   4,300    —      15.63   December 1, 2021
   5,117    —      15.63   December 1, 2021
   7,400    —      10.58   November 29, 2022
   6,692    —      10.58   November 29, 2022
   2,392    598    32.72   December 11, 2023
   1,404    351    32.72   December 11, 2023
   2,082    1,388    35.46   December 11, 2024
   671    448    35.46   December 11, 2024
   1,800    2,700    31.88   December 3, 2025
   270    405    31.88   December 3, 2025
   964    3,856    36.52   December 14, 2026
   —      7,010    40.95   December 12, 2027

James F Mulato,

   1,440    960   $39.96   March 31, 2024

President of Astronics Test

   845    564    39.96   March 31, 2024

Systems, Inc.

   1,980    1,320    35.46   December 11, 2024
   638    426    35.46   December 11, 2024
   1,720    2,580    31.88   December 3, 2025
   258    387    31.88   December 3, 2025
   1,312    5,248    36.52   December 14, 2026
   —      7,950    40.95   December 12, 2027

Options

EXECUTIVE COMPENSATION
​
​​
Options(1)
​​
Restricted Stock Units
​
​
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
​​
Option
Exercise
Price
​​
Option
Expiration
Date
​​
Number of
Shares or Units
of Stock That
Have Not
Vested
​​
Market
Value of
Shares
or Units
That Have
Not
Vested
​​
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
​​
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
​
​
James S. Kramer,
Executive Vice President
​​
4,350
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
1,058(2)
​​
$36,014
​
​
7,701
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
929(3)
​​
$33,453
​
​
3,200
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
4,859
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
5,700
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
6,784
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
2,330
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
1,923
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
2,720
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
1,417
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
2,800
​​
700
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
903
​​
226
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
2,202
​​
1,468
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
331
​​
220
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
2,136
​​
3,204
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
320
​​
481
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
1,412
​​
5,648
​​
31.57
​​
December 13, 2028
​​
​​
​​
​​
​
​
—
​​
13,600
​​
30.04
​​
December 9, 2029
​​
​​
​​
​​
​
​
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Michael C. Kuehn,
Executive Vice President
​​
3,220
​​
4,830
​​
35.61
​​
December 12, 2027
​​
 
​​
 
​​
 
​​
 
​
​
483
​​
724
​​
35.61
​​
December 12, 2027
​​
​​
​​
2,465(3)
​​
$88,765
​
​
2,472
​​
9,888
​​
31.57
​​
December 13, 2028
​​
 
​​
 
​​
 
​​
 
​
​
—
​​
18,150
​​
30.04
​​
December 9, 2029
​​
​​
​​
​​
​
​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​
​
James F Mulato,
Executive Vice President
​​
2,400
​​
—
​​
$34.75
​​
March 31, 2024
​​
​​
​​
2,501(2)
​​
$85,134
​
​
1,980
​​
—
​​
34.75
​​
March 31, 2024
​​
​​
​​
2,306(3)
​​
$83,039
​
​
3,300
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
1,719
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
3,440
​​
860
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
1,110
​​
277
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
3,936
​​
2,624
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
590
​​
394
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
3,180
​​
4,770
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
477
​​
716
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
2,314
​​
9,256
​​
31.57
​​
December 13, 2028
​​
​​
​​
​​
​
​
—
​​
18,150
​​
30.04
​​
December 9, 2029
​​
​​
​​
​​
​
​
​​
​​
​​
​​
​​
​​
​​
​​
​
37

EXECUTIVE COMPENSATION
​
​​
Options(1)
​​
Restricted Stock Units
​
���
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
​​
Option
Exercise
Price
​​
Option
Expiration
Date
​​
Number of
Shares or Units
of Stock That
Have Not
Vested
​​
Market
Value of
Shares
or Units
That Have
Not
Vested
​​
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
​​
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
​
​
Mark A. Peabody,
Executive Vice President
​​
6,500
​​
—
​​
7.68
​​
December 2, 2020
​​
 
​​
 
​​
1,385(2)
​​
$47,145
​
​
11,508
​​
—
​​
7.68
​​
December 2, 2020
​​
​​
​​
1,220(3)
​​
$43,932
​
​
4,300
​​
—
​​
13.59
​​
December 1, 2021
​​
 
​​
 
​​
 
​​
 
​
​
6,530
​​
—
​​
13.59
​​
December 1, 2021
​​
​​
​​
​​
​
​
7,400
​​
—
​​
9.20
​​
November 29, 2022
​​
 
​​
 
​​
 
​​
 
​
​
8,807
​​
—
​​
9.20
​​
November 29, 2022
​​
​​
​​
​​
​
​
2,990
​​
—
​​
28.45
​​
December 11, 2023
​​
 
​​
 
​​
 
​​
 
​
​
2,467
​​
—
​​
28.45
​​
December 11, 2023
​​
​​
​​
​​
​
​
3,470
​​
—
​​
30.83
​​
December 11, 2024
​​
 
​​
 
​​
 
​​
 
​
​
1,807
​​
—
​​
30.83
​​
December 11, 2024
​​
​​
​​
​​
​
​
3,600
​​
900
​​
27.72
​​
December 3, 2025
​​
 
​​
 
​​
 
​​
 
​
​
1,161
​​
290
​​
27.72
​​
December 3, 2025
​​
​​
​​
​​
​
​
2,892
​​
1,928
​​
31.76
​​
December 14, 2026
​​
 
​​
 
​​
 
​​
 
​
​
434
​​
289
​​
31.76
​​
December 14, 2026
​​
​​
​​
​​
​
​
2,804
​​
4,206
​​
35.61
​​
December 12, 2027
​​
 
​​
 
​​
 
​​
 
​
​
421
​​
631
​​
35.61
​​
December 12, 2027
​​
​​
​​
​​
​
​
1,856
​​
7,424
​​
31.57
​​
December 13, 2028
​​
 
​​
 
​​
 
​​
 
​
​
—
​​
13,600
​​
30.04
​​
December 9, 2029
​​
​​
​​
​​
​
(1)
All options straight line vest (20% per year) over five years and expire ten years from the date of grant.
(2)
Reflects RSUs to be awarded at the target award level under the award agreements. The award earned will be adjusted based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2018 and ending December 31, 2020. All RSUs cliff vest on December 31, 2020.
(3)
Reflects RSUs to be awarded at the target award level under the award agreements. The award earned will be adjusted based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2019 and ending December 31, 2021. All RSUs cliff vest on December 31, 2020.
Option Exercises and Stock Vested


The following table sets forth information with respect to the executives named in the summary compensation table relating to the exercise of stock options, stock appreciation rights and
similar rights, and the vesting of stock in connection therewith, in 2017:

   Option Awards 

Name

  Number of Shares
Acquired on Exercise		   Value Realized
on Exercise		 

Peter J. Gundermann, President and

Chief Executive Officer

   17,399   $469,947 

David C. Burney, Executive Vice President –

Finance and Chief Financial Officer

   6,655   $203,976 

James S. Kramer,

Executive Vice President

   6,053   $105,685 

Mark A. Peabody,

Executive Vice President

   7,950   $193,503 

James F. Mulato,

President of Astronics Test Systems, Inc.

   —      —   

16

2019:

​
​​
Option Awards
​
​
Name
​​
Number of Shares
Acquired on Exercise
​​
Value Realized
on Exercise
​
​
Peter J. Gundermann,
President and Chief Executive Officer
​​
103,835
​​
$2,672,713
​
​
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
​​
35,212
​​
$906,357
​
​
James S. Kramer,
Executive Vice President
​​
32,553
​​
$1,062,204
​
​
Michael C. Kuehn,
Executive Vice President
​​
—
​​
—
​
​
James F. Mulato,
Executive Vice President.
​​
—
​​
—
​
​
Mark A. Peabody,
Executive Vice President
​​
46,654
​​
$1,248,461
​
38

EXECUTIVE COMPENSATION
Pension Benefits at December 31, 2017:

Name

  

Plan Name

  Number of
Years Credited
Service		  Present Value of
Accumulated
Benefit ($)		   Payment
During Last
Fiscal Year ($)		 
Peter J. Gundermann, President and Chief Executive Officer  Astronics Corporation
Supplemental Retirement Plan (SERP)		  30  $8,570,689    —   
  SERP-Retiree Medical,
Dental and Long-Term Care		  30  $451,555    —   
David C. Burney, Executive Vice President – Finance and Chief Financial Officer  Astronics Corporation Supplemental Retirement
Plan II (SERP II)		  21  $3,674,590    —   

James S. Kramer,

Executive Vice President

  Astronics Corporation Supplemental Retirement
Plan II (SERP II)		  29  $3,031,674    —   

Mark A. Peabody,

Executive Vice President

  Astronics Corporation Supplemental Retirement
Plan II (SERP II)		  12  $3,834,101    —   

James F. Mulato,

President of Astronics Test

Systems, Inc.

  —    —     —      —   

Pension Benefits


​
Name
​​
Plan Name
​​
Number of
Years
Credited
Service
​​
Present
Value of
Accumulated
Benefit
($)
​​
Payment
During
Last Fiscal
Year
($)
​
​
Peter J. Gundermann,
President and Chief Executive Officer
​​
Astronics Corporation Supplemental Retirement Plan (SERP)
​​
32
​​
$9,704,824
​​
—
​
​
 
​​
SERP-Retiree Medical,
Dental and Long-Term Care
​​
32
​​
$  460,092
​​
—
​
​
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
​​
Astronics Corporation Supplemental Retirement Plan II (SERP II)
​​
23
​​
$4,410,200
​​
—
​
​
 
​​
 
​​
 
​​
 
​​
 
​
​
James S. Kramer,
Executive Vice President
​​
Astronics Corporation Supplemental Retirement Plan II (SERP II)
​​
31
​​
$3,519,441
​​
—
​
​
 
​​
 
​​
 
​​
 
​​
 
​
​
Michael C. Kuehn,
Executive Vice President
​​
—
​​
—
​​
—
​​
—
​
​
 
​​
 
​​
 
​​
 
​​
 
​
​
James F. Mulato,
Executive Vice President
​​
—
​​
—
​​
—
​​
—
​
​
 
​​
 
​​
 
​​
 
​​
 
​
​
Mark A. Peabody,
Executive Vice President
​​
Astronics Corporation Supplemental Retirement Plan II (SERP II)
​​
14
​​
$4,585,969
​​
—
​
The Company has twonon-qualified supplemental retirement defined benefit plans for certain executives –- the Supplemental Retirement Plan (“SERP”) and Supplemental Retirement Plan II (“SERP II”).

The SERP targets a retirement benefit based on 65% of the average of the highest consecutive three-year cash compensation. The plan is unfunded and has no assets. Except as described below under “Other Potential Post- Employment Benefits”, SERP benefits are payable only to “retirement-eligible” participants, i.e., employees designated to participate in the SERP and each of whom, upon termination of employment, has at least 10 years of continuous service with the Company and (i) has attained age 65, or (ii) has attained age 60 or later with a combined total of age and years of service equal to 90. However, if a SERP participant’s employment terminates on account of his or her death or disability, the participant becomes 100% vested in his or her SERP benefit. As of December 31, 2017,2019, Peter J. Gundermann was the onlynon-retired participant in the SERP.

SERP II was adopted in March 2012. The SERP II targets a retirement benefit based on 50% of the average of the highest consecutive three-year cash compensation. SERP II is unfunded and has no assets. Except as described below under “Other Potential Post-Employment Benefits”, the SERP II benefits are generally payable only to “retirement-eligible” participants, i.e., employees designated to participate in the SERP II and each of whom, upon termination of employment, has at least 10 years of continuous service with the Company and (i) has attained age 65, or (ii) has attained age 60 or later with a combined total of age and years of service equal to 90. As of December 31, 2019, David C. Burney, James S. Kramer and Mark A. Peabody were the only participants in the SERP II.
The assumptions used to calculate the benefit obligation for the SERP and SERP II are: discount rate 3.17%, future average compensation increases of 2.00%. The present value of the accumulated benefit is an actuarial calculation that assumes that the plan will remain in force and that participants will remain employed by the Company until age 65 with not less than 10 years of service (as defined) or until age 60 or later with a combined total of age and years of service equal to 90.
The assumptions used to calculate the benefit obligation for the SERP-Retiree Medical, Dental and Long-Term Care are: discount rate 3.17%, future average healthcare benefit increases to 5.20% for 2020 and then gradually decreasing to 4.53% in 2070. The present value of the accumulated benefit is an actuarial calculation that assumes that the plan will remain in force and that participants will remain employed by the Company until age 65 with not less than 10 years of service or until age 60 or later with a combined total of age and years of service equal to 90.
For purposes of illustration, the following tables show the estimated amounts of annual retirement income that would be payable at the present time under various assumptions as to compensation and years of service to employees who participate in the SERP and SERP II. The amounts presented with respect to the SERP are subject to reduction for Social Security benefits and for-profit sharing benefits earned under the Company’s Profit Sharing/401k Plan. A discount factor applies for retirement-eligible participants who start to receive benefits before attaining age 65.
39

EXECUTIVE COMPENSATION
ESTIMATED UNFUNDED SUPPLEMENTAL RETIREMENT PLAN (SERP) TABLE
​
​​
Years of Service
​
​
Three Year Average Cash Compensation
​​
10
​​
15
​​
20
​​
25
​​
30
​
​
500,000
​​
250,000
​​
275,000
​​
300,000
​​
325,000
​​
325,000
​
​
700,000
​​
350,000
​​
385,000
​​
420,000
​​
455,000
​​
455,000
​
​
900,000
​​
450,000
​​
495,000
​​
540,000
​​
585,000
​​
585,000
​
​
1,100,000
​​
550,000
​​
605,000
​​
660,000
​​
715,000
​​
715,000
​
​
1,300,000
​​
650,000
​​
715,000
​​
780,000
​​
845,000
​​
845,000
​
ESTIMATED UNFUNDED SUPPLEMENTAL RETIREMENT PLAN (SERP II) TABLE
​
​​
Years of Service
​
​
Three Year Average Cash Compensation
​​
10
​​
15
​​
20
​​
25
​​
30
​
​
300,000
​​
105,000
​​
120,000
​​
135,000
​​
150,000
​​
150,000
​
​
400,000
​​
140,000
​​
160,000
​​
180,000
​​
200,000
​​
200,000
​
​
450,000
​​
157,500
​​
180,000
​​
202,500
​​
225,000
​​
225,000
​
​
500,000
​​
175,000
​​
200,000
​​
225,000
​​
250,000
​​
250,000
​
​
600,000
​​
210,000
​​
240,000
​​
270,000
​​
300,000
​​
300,000
​
​
700,000
​​
245,000
​​
280,000
​​
315,000
​​
350,000
​​
350,000
​
​
800,000
​​
280,000
​​
320,000
​​
360,000
​​
400,000
​​
400,000
​
Non-Qualified Deferred Compensation
The Company does not have any non–qualified defined contribution or other plan that provides for the deferral of compensation.
Other Potential Post-Employment Payments
The Company has entered into an Employment Termination Benefits Agreement with each of Messrs. Gundermann, Burney, Kramer, and Peabody. In addition, as described in the “Pension Benefits” section beginning on page 39 above, Mr. Gundermann is a participant in the SERP while Messrs.
Burney, Kramer, and Peabody are each participants in SERP II. The Company has not entered into an Employment Termination Benefits Agreement with Mr. Kuehn or Mr. Mulato. Neither Mr. Kuehn nor Mr. Mulato is a participant in either the SERP or SERP II.
Employment Termination Benefits Agreements
In the event Mr. Gundermann’s employment is terminated within two years following a “Change of Control”, he would be entitled to (i) salary continuation for two years in an annual amount equal to his current annual base salary or, if greater, his average total cash compensation for the two calendar years preceding the termination date, (ii) continuation for two years of health, life and disability insurance coverage, (iii) continued use for two years of automobile or reimbursement of automobile expenses, (iv) continued club membership dues for two years, and (v) vesting of any outstanding stock options, which are exercisable for one year or, if shorter, until the expiration date, provided that
Mr. Gundermann may elect to receive the option bargain element in cash. Other than benefits that are generally available to the Company’s salaried employees, the Employment Termination Benefits Agreement with Mr. Gundermann does not entitle him to any additional benefits upon a termination of employment in any other circumstances. For purposes of the Employment Termination Benefits Agreements, a “Change of Control” generally means the transfer in one or more transactions, extending over a
40

EXECUTIVE COMPENSATION
period of not more than 24 months, of Common Stock and Class B Stock of the Company possessing 25% or more of the total combined voting power of all of the Company’s Common Stock and Class B Stock.
In the event Messrs. Burney, Kramer, or Peabody’s employment terminates within two years following a Change of Control, each executive would be entitled to (i) salary continuation for one year in an annual amount equal to his current annual base salary or, if greater, his average total cash compensation for the two calendar years preceding the termination date, (ii) continuation for one year of health, life and disability insurance coverage, (iii) continued use for one year of automobile or reimbursement of automobile expenses, (iv) continued club membership dues for one year, and (v) vesting of any outstanding stock options, which are exercisable for one year or, if shorter, until the expiration date, provided that each executive may elect to receive the option bargain element in cash. Other than benefits that are
generally available to the Company’s salaried employees, the Employment Termination Benefits Agreements do not entitle the executives to any additional benefits upon a termination of employment in any other circumstances. The Company has not entered into an Employment Termination Benefits Agreement with Messrs. Kuehn or Mulato.
In the case of an executive’s termination within two years following a Change of Control, each of the Employment Termination Benefits Agreements condition benefits on an executive refraining from competing with the Company during the period benefits are payable to him. If an executive violates the noncompetition covenant, benefits are suspended during the period the executive is in violation of the noncompetition covenant.
In the past, the Company has also paid severance benefits to salaried employees upon termination of employment. The eligibility for such payments and the amount thereof, has been determined by the Company on a case-by-case basis.
SERP & SERP II
Mr. Gundermann is a participant in the SERP. Under the terms of the SERP, eligible participants with at least 10 years of continuous service with the Company become 100% vested in and eligible for benefits in the event of an Involuntary Termination (as described below) or a termination upon a Change of Control (as described below). Upon a separation of service due to Involuntary Termination, a participant with at least 10 years of continuous service with the Company will receive a supplemental benefit based upon his or her highest consecutive three-year average cash compensation paid prior to termination of employment. Upon a separation from service due to a termination upon a Change of Control, a participant with at least 10 years of continuous service with the Company will receive a supplemental benefit determined based on the participant’s years of service as of the termination date and using the greater of (A) the highest consecutive three-year average cash compensation paid prior to the Change of Control, or (B) the average of the highest consecutive three-year average cash compensation paid prior to termination of employment. In each case, the supplemental benefit is subject to adjustment if the payment of the supplemental benefit commences prior to the participant attaining age 65. During the period a participant or his spouse is receiving SERP benefits, the participant and his spouse are entitled to continuing medical, dental and long-term care coverage under the corresponding plan made available to the Company’s current officers (or an equivalent arrangement).

Under the terms of the SERP, benefits do not commence until the later of the participant’s termination of employment or the date the participant attains (or would have attained) age 60, when SERP benefits are paid as a monthly life annuity or, if a participant is married, as a joint and 100% survivor annuity. Accordingly, if Mr. Gundermann’s employment had terminated
on December 31, 2017,2019, any vested SERP benefits would not commence until Mr. Gundermann’s attainment of age 60. If Mr. Gundermann’s employment were to terminate on account of his death, his surviving spouse, if any, would be entitled to a monthly survivor annuity for the remainder of the spouse’s lifetime in the same monthly amount that would have been paid to Mr. Gundermann. The actuarially estimated present value of continued medical, dental, and long-term care coverage is $451,555.

$460,092.

Messrs. Burney, Kramer and Peabody are participants in SERP II was adopted in March 2012.II. The SERP II targets a retirement benefit based on 50% of the average of the highest consecutive three-year cash compensation. SERP II is unfunded and has no assets. The SERP II benefits generally are payable only to “retirement-eligible” participants, i.e., employees designated to participate in the SERP II and each of whom, upon termination of employment, has at least 10 years of continuous service with the Company and (i) has attained age 65, or (ii) has attained age 60 or later with a combined total of age and years of service equal to 90. However, if a participant’s employment terminates on account of his or her death or disability,Disability (as defined in the Company’s qualified 401(k) retirement plan), the participant becomes 100% vested in his or her SERP II benefit. As of December 31, 2017, David C. Burney, James S. Kramer and Mark A. Peabody were the only participants in the SERP II.

17

Under the terms of SERP II, eligible participants with at least 10 years of continuous service with the Company become 100% vested in and eligible for benefits inIn the event of an Involuntary Termination or a termination upon a409A Change of Control. Upon a separation of service due to Involuntary Termination,in Control Event, a participant with at least 10ten years of continuous service with the Company will receive a supplemental benefit based uponbecomes 100% vested in his or her highest consecutive three-year average cash compensation paid prior to terminationSERP II benefit. Furthermore, in the event of employment. Upon a separation from service due toparticipant’s Involuntary Termination or a termination uponTermination on a Change of Control, a participant with at least 10 years of continuous service with the Company will receive a supplemental benefit based on the participant’s years of service as of the termination date and using the greater of (A) the average of the highest consecutive three-year cash compensation paid prior to the Change of Control,become 100% vested in his or (B) the highest consecutive three-year average cash compensation paid prior to termination of employment. In each case, the supplemental benefit is subject to adjustment if the payment of the supplemental benefit commences prior to the participant attaining age 65.

her SERP II benefit.

In general, SERP II benefits do not commence until the later of the participant’s termination of employment or the date the participant attains (or would have attained) age 60, when a participant’s SERP II benefit is paid to him or his surviving spouse as a monthly life annuity. However, SERP II provides
41

EXECUTIVE COMPENSATION
that upon the occurrence of a 409A Change in Control Event (as described below) a participant with at least 10 years of consecutive service with the Company will be entitled to a lump sum payment of the present value of his or her supplemental benefit determined as of the date of the 409A Change in Control Event. For a participant who has not yet commenced payment of his or her supplemental benefit, the supplemental benefit will be determined based on the participant’s years of service as of the 409A Change in Control Event and using the average of the highest consecutive three-year cash compensation paid prior to the 409A Change in Control Event, instead of the average for the pay paid prior to retirement. A participant who has already commenced receiving payment of the supplemental benefit at the time of the 409A Change in Control Event will be entitled to a lump sum payment of the present value of the remaining supplemental benefit determined as of the 409A Change in Control Event.

Except in the case of a Termination on a Change inof Control, both SERP and SERP II benefits are contingent on a participant not competing with the Company for the longer of three years after retirement or attainment of age 65. If a participant violates the noncompetition covenant, benefits are suspended during the period the participant is in violation of noncompetition covenant.

The assumptions used to calculate the benefit obligation for the SERP and SERP II are: discount rate 3.60%, future average compensation increases 2.00% - 3.00%. The present value of the accumulated benefit is an actuarial calculation that assumes that the plan will remain in force and that participants will remain employed by the Company until age 65 with not less than 10 years of service (as defined) or until age 60 or later with a combined total of age and years of service equal to 90.

The assumptions used to calculate the benefit obligation for the SERP-Retiree Medical, Dental and Long-Term Care are: discount rate 3.60%, future average healthcare benefit increases 6.20% for 2018 and 2019 then gradually decreasing to 4.58% in 2070. The present value of the accumulated benefit is an actuarial calculation that assumes that the plan will remain in force and that participants will remain employed by the Company until age 65 with not less than 10 years of service (as defined) or until age 60 or later with a combined total of age and years of service equal to 90.

For purposes of the SERP and SERP II, (i) a “Change of Control” means the transfer, in one or more transactions extending over a period of not more than 24 months, of common stock of the Company possessing 25% or more of the total voting power of all shares of common stock, where a transfer shall be deemed to occur if shares of common stock are either transferred or made the subject of options, warrants,
or similar rights granting a third party the opportunity to acquire ownership or voting control of such common stock and (ii) an “Involuntary Termination” means a termination of a participant’s employment relationship with the Company, other than for death, disability, retirement, or cause, (A) by or at the instigation of the Company, or (B) by or at the instigation of the participant where the participant’s compensation has been diminished or reduced to a greater extent than any diminution or reduction of the Company’s officers generally.

For purposes of SERP II, a “409A Change in Control Event” means the occurrence of one of the following events constituting a “change in control event” within the meaning of Code Section 409A:

(i)    

(i)
Any one person, or more than one person acting as a group (“Group”), acquires ownership of stock of the Company that, together with stock previously held by the acquirer, constitutes more than 80% of the total fair market value or total voting power of the Company’s stock. If any one person or Group is considered to own more than 80% of the total fair market value or total voting power of the Company’s stock, the acquisition of additional stock by the same person or Group does not cause a change in ownership; or
(ii)
A majority of the members of the Company’s Board of Directors is replaced during any 12-month (or shorter) period by directors whose appointment or election is not endorsed by a majority of the members of the Board of the Directors before the date of the appointment or election.
42

EXECUTIVE COMPENSATION
The following table shows potential payments to own more than 80% of the total fair market value or total voting power of the Company’s stock, the acquisition of additional stock by the same person or Group does not cause a change in ownership; or

(ii)    A majority of the members of the Company’s Board of Directors is replaced during any12-month (or shorter) period by directors whose appointment or election is not endorsed by a majority of the members of the Board of the Directors before the date of the appointment or election.

18

For purposes of illustration, the following tables show the estimated amounts of annual retirement income that would be payable at the present time under various assumptions as to compensation and years of service to employees who participate in the SERP and SERP II. The amounts presented with respect to the SERP are subject to reduction for Social Security benefits and for profit sharing benefits earned under the Company’s Profit Sharing/401k Plan. A discount factor applies for retirement-eligible participants who start to receive benefits before attaining age 65.

ESTIMATED UNFUNDED SUPPLEMENTAL RETIREMENT PLAN (SERP) TABLE

   Years of Service 

Three Year Average Cash Compensation

  10   15   20   25   30 

500,000

   250,000    275,000    300,000    325,000    325,000 

700,000

   350,000    385,000    420,000    455,000    455,000 

900,000

   450,000    495,000    540,000    585,000    585,000 

1,100,000

   550,000    605,000    660,000    715,000    715,000 

1,300,000

   650,000    715,000    780,000    845,000    845,000 

ESTIMATED UNFUNDED SUPPLEMENTAL RETIREMENT PLAN (SERP II) TABLE

   Years of Service 

Three Year Average Cash Compensation

  10   15   20   25   30 

300,000

   105,000    120,000    135,000    150,000    150,000 

400,000

   140,000    160,000    180,000    200,000    200,000 

450,000

   157,500    180,000    202,500    225,000    225,000 

500,000

   175,000    200,000    225,000    250,000    250,000 

600,000

   210,000    240,000    270,000    300,000    300,000 

700,000

   245,000    280,000    315,000    350,000    350,000 

800,000

   280,000    320,000    360,000    400,000    400,000 

Non-Qualified Deferred Compensation

The Company does not have any non–qualified defined contribution or other plan that provides for the deferral of compensation.

Other Potential Post-Employment Payments

The Company has entered into an Employment Termination Benefits Agreement with each of Messrs. Gundermann, Burney, Kramer, and Peabody. In addition, as described in the “Pension Benefits” section beginning on page 17 above, Mr. Gundermann is a participant in the SERP while Messrs. Burney, Kramer, and Peabody are each participants in SERP II. The Company has not entered into an Employment Termination Benefits Agreement with Mr. Mulato and Mr. Mulato is not a participant in either the SERP or SERP II.

Employment Termination Benefits Agreements

In the event Mr. Gundermann’s employment is terminated within two years following a “Change in Control”, he would be entitled to (i) salary continuation for two years in an annual amount equal to his current annual base salary or, alternatively, his average total cash compensation for the two calendar years preceding the termination date; (ii) continuation for two years of health, life and disability insurance coverage; (iii) continued use for two years of automobile or reimbursement of automobile expenses; (iv) continued club membership dues for two years; and (v) vesting of any outstanding stock options, which are exercisable for one year or, if shorter, until the expiration date, provided that Mr. Gundermann may elect to receive the option bargain element in cash. Other than benefits that are generally available to the Company’s salaried employees, the Employment Termination Benefits Agreement with Mr. Gundermann does not entitle him to any additional benefits upon a termination of employment in any other circumstances. For purposes ofunder the Employment Termination Benefits Agreements, SERP and SERP II upon death, disability, involuntary termination, involuntary termination following a “ChangeChange of Control, occurrence of a 409A Change in Control” generally meansControl Event, and termination

following a 409A Change in Control Event. The amounts shown assume that the transfer in one or more transactions, extending over a period of not more than 24 months, of Common Stock and Class B Stock oftermination was effective December 31, 2019, the Company possessing 25% or more of the total combined voting power of alllast business day of the Company’s Common Stock and Class B Stock.

Inmost recent fiscal year end. The actual amounts to be paid can only be determined at the event Messrs. Burney, Kramer, or Peabody’s employment terminates within two years followingactual time of a “Change in Control,” each executive would be entitled to (i) salary continuation for one year in an annual amount equal to his current annual base salary or, alternatively, his average total cash compensation for the two calendar years preceding the termination date; (ii) continuation for one year of health, life and disability insurance coverage; (iii) continued use for one year of automobile or reimbursement of automobile expenses; (iv) continued club membership dues for one year; and (v) vesting of any outstanding stock options, which are exercisable for one year or, if shorter, until the expiration date, provided that each executive may elect to receive the option bargain element in cash. Other than benefits that are generally available to the Company’s salaried employees, the Employment Termination Benefits Agreements do not entitle the executives to any additional benefits upon a termination of employment in any other circumstances.

19

participant’s termination.

​
Name
​​
Type of Payment
​​
Death
​​
Disability
​​
Involuntary
Termination
​​
Termination
on Change
of Control
​​
409A
Change in
Control Event
​​
Termination
on 409A
Change in
Control Event
​
​
Peter J. Gundermann
​​
Salary Continuation(1)
​​
—
​​
—
​​
—
​​
$1,120,600
​​
—
​​
$1,120,600
​
​
Insurance Coverage(2)
​​
—
​​
—
​​
—
​​
$45,000
​​
—
​​
$45,000
​
​
Club Membership(3)
​​
—
​​
—
​​
—
​​
$13,800
​​
—
​​
$13,800
​
​
Automobile(3)
​​
—
​​
—
​​
—
​​
$42,000
​​
—
​​
$42,000
​
​
Option Vesting(4)
​​
—
​​
—
​​
—
​​
$833
​​
—
​​
$833
​
​
SERP Benefit(5)
​​
$7,782,000
​​
$12,427,000
​​
$7,527,000
​​
$8,699,000
​​
—
​​
$—
​
​
Total
​​
$7,782,000
​​
$12,427,000
​​
$7,527,000
​​
$9,921,233
​​
—
​​
$1,222,233
​
​
David C. Burney
​​
Salary Continuation(1)
​​
—
​​
—
​​
—
​​
$343,500
​​
—
​​
$343,500
​
​
Insurance Coverage(2)
​​
—
​​
—
​​
—
​​
$23,000
​​
—
​​
$23,000
​
​
Club Membership(3)
​​
—
​​
—
​​
—
​​
$8,207
​​
—
​​
$8,207
​
​
Automobile(3)
​​
—
​​
—
​​
—
​​
$6,500
​​
—
​​
$6,500
​
​
Option Vesting(4)
​​
—
​​
—
​​
—
​​
$249
​​
—
​​
$249
​
​
SERP II Benefit(5)
​​
$3,520,000
​​
$5,652,000
​​
$3,411,000
​​
$3,980,000
​​
$5,900,000
​​
$5,900,000
​
​
Total
​​
$3,520,000
​​
$5,652,000
​​
$3,411,000
​​
$4,361,456
​​
$5,900,000
​​
$6,281,456
​
​
James S. Kramer
​​
Salary Continuation(1)
​​
—
​​
—
​​
—
​​
$284,400
​​
—
​​
$284,400
​
​
Insurance Coverage(2)
​​
—
​​
—
​​
—
​​
$23,000
​​
—
​​
$23,000
​
​
Club Membership(3)
​​
—
​​
—
​​
—
​​
$9,422
​​
—
​​
$9,422
​
​
Automobile(3)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Option Vesting(4)
​​
—
​​
—
​​
—
​​
$213
​​
—
​​
$213
​
​
SERP II Benefit(5)
​​
$2,672,000
​​
$4,423,000
​​
$2,539,000
​​
$3,096,000
​​
$5,042,000
​​
$5,042,000
​
​
Total
​​
$2,672,000
​​
$4,423,000
​​
$2,539,000
​​
$3,413,035
​​
$5,042,000
​​
$5,359,035
​
​
Mark A. Peabody
​​
Salary Continuation(1)
​​
—
​​
—
​​
—
​​
$373,500
​​
—
​​
$373,500
​
​
Insurance Coverage(2)
​​
—
​​
—
​​
—
​​
$28,000
​​
—
​​
$28,000
​
​
Club Membership(3)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Automobile(3)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Option Vesting(4)
​​
—
​​
—
​​
—
​​
$274
​​
—
​​
$274
​
​
SERP II Benefit(5)
​​
$4,240,000
​​
$5,978,000
​​
$4,098,000
​​
$4,554,000
​​
$5,636,000
​​
$5,636,000
​
​
Total
​​
$4,240,000
​​
$5,978,000
​​
$4,098,000
​​
$4,955,774
​​
$5,636,000
​​
$6,037,774
​
(1)
Salary continuation under a termination on a change of control would be two years for Mr. Gundermann and one year for each of Messrs. Burney, Kramer and Peabody.
(2)
For purposes of determining premiums for medical, life and disability coverage, the premiums paid in fiscal year 2019 are reflected.
(3)
For purposes of determining other perquisites, the amount paid in 2019 for club dues and auto expenses are reflected.
(4)
This is the value of outstanding, unvested stock options at December 31, 2019. The value was determined using December 31, 2019 Common Stock market price and was calculated by multiplying the market price by shares which can be acquired assuming all such options were exercised less the exercise price of the option.
(5)
Pursuant to the terms of SERP and SERP II, participants become vested in and eligible for benefits in the event of a participant’s death or termination of employment due to Disability, and those participants with at least 10 years of service will become vested in and eligible for benefits in the event of an involuntary termination without cause and a termination on Change of Control. Participants in SERP II become vested in and eligible for benefits in the event of a 409A Change in Control Event. The SERP does not provide for vesting upon a 409A Change in Control Event. All amounts represent the actuarially estimated present value of future benefits, SERP II benefits upon a 409A Change in Control Event are payable in a lump sum. All other SERP and SERP II benefits are payable in equal monthly installments over the life of the executive or the life of the surviving spouse.
43

If Messrs. Gundermann, Burney, Kramer, or Peabody’s employment had terminated on December 31, 2017 and following a Change in Control, the amounts each of them would have been entitled to under their respective Employment Termination Benefits Agreement are as follows:

Name

  Salary Continuation   Welfare
Plan Continuation		   Option
Vesting		   Automobile   Club Membership 

Peter J. Gundermann

  $1,077,000   $50,000   $216,753   $42,000   $18,400 

David C. Burney

  $325,380   $23,000   $64,973   $6,500   $8,000 

James S. Kramer

  $273,360   $23,000   $55,587   $—     $8,626 

Mark A. Peabody

  $359,050   $28,000   $71,845   $—     $—   

In the case of an executive’s termination within two years following a Change in Control, each of the Executive Termination Benefits Agreements condition benefits on an executive refraining from competing with the Company during the period benefits are payable to him. If an executive violates the noncompetition covenant, benefits are suspended during the period the executive is in violation of the noncompetition covenant.

In the past, the Company has also paid severance benefits to salaried employees upon termination of employment. The eligibility for such payments and the amount thereof, has been determined by the Company on a case by case basis.

EXECUTIVE COMPENSATION
Equity Compensation Plan Information


The following table sets forth the aggregate information of the Company’s equity compensation plans in effect as of December 31, 2017.

Plan Category

  Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights		   Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights		   Number of Securities
Remaining for Future
Issuance under Equity
Compensation Plans
(excluding securities
reflected in column (a))		 
   (a)   (b)   (c) 

Equity compensation plans approved by security holders

   1,439,888   $17.66    3,172,419 

Equity compensation plans not approved by security holders

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

   1,439,888   $17.66    3,172,419 
  

 

 

   

 

 

   

 

 

 

20

2019.

​
Plan Category
​​
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
​​
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)(1)
​​
Number of Securities
Remaining for Future
Issuance under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c)
​
​
Equity compensation plans approved by security holders
​​
1,350,200(2)
​​
$23.25
​​
2,896,839
​
​
 
​​
 
​​
 
​​
 
​
​
Equity compensation plans not approved by security holders
​​
—
​​
—
​​
—
​
​
Total
​​
1,350,200
​​
$23.25
​​
2,896,839
​
(1)
The weighted average exercise price is calculated based solely on the exercise price of outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.
(2)
This number includes 100,176 shares subject to outstanding RSU awards, with the number of outstanding performance-based RSUs calculated at 100% of the target number of shares subject to each award.
44

EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee of the Board of Directors (the “Committee”) determines the compensation of the Chief Executive Officer and other executive officers of the Company. The Committee is composed entirely of directors who are neither executive officers nor employees of the Company. In addition to determining the salary and bonus compensation for the Company’s executive officers, the Committee determines the grants under the Company’s 2017 Long Term Incentive Plan and oversees the administration of other compensation plans and programs.
The Committee has reviewed the Compensation Discussion and Analysis contained elsewhere in this proxy statement and has discussed it with management. In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission.
​
April 7, 2020
​​
Raymond W. Boushie, Chairman
Tonit Calaway
Warren C. Johnson
Robert S. Keane
Neil Kim
Mark Moran
​
45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT


The following table sets forth information concerning persons known to the Company to own more than 5% of the outstanding shares of Common Stock or Class B Stock and the number of shares and percentage of each class beneficially
owned by each director, each executive officer named in the summary compensation table and by all directors and executive officers as a group as of March 31, 20182020 (an asterisk indicates less than 1% beneficial ownership of the class):

   Shares of Common Stock Shares of Class B Stock

Name and Address

of Owner (1)

  Number   Percentage Number   Percentage

Raymond W. Boushie (2)

   29,377   *  15,242   *

Robert T. Brady (3)

   59,815   *  162,888   2.4%

David C. Burney (4)

   73,943   *  171,214   2.5%

John B. Drenning (5)

   71,279   *  466,956   7.0%

Jeffry D. Frisby (6)

   4,000   *  —     —  

Peter J. Gundermann (7)

   155,698   *  692,985   10.2%

Warren C. Johnson (8)

   4,000   *  —     —  

Kevin T. Keane (9)

   277,649   1.3%  1,729,306   26.0%

Neil Kim (10)

   4,000   *  —     —  

James S. Kramer (11)

   85,440   *  354,312   5.3%

Robert J. McKenna (12)

   26,719   *  2,742   *

James F. Mulato (13)

   8,614   *  2,480   *

Mark A. Peabody (14)

   76,526   *  179,832   2.7%

FMR LLC (15)
245 Summer Street
Boston, MA 02210

   2,703,224   12.83%  —     —  

BlackRock, Inc. (16)
55 East 52nd Street
New York, NY 10055

   2,352,141   10.80%  —     —  

Neuberger Berman Group LLC (17)
1290 Avenue of the Americas
New York, NY 10104

   1,416,605   6.72%  —     —  

Wellington Management Group LLP (18)
280 Congress Street
Boston, MA 02210

   1,372,702   6.51%  —     —  

RBC Global Asset Management (U.S.) Inc. (19)
50 South Sixth Street, Suite 2350
Minneapolis, MN 55402

   1,197,637   5.70%  —     —  

21

   Shares of Common Stock  Shares of Class B Stock 

Name and Address

of Owner (1)

  Number   Percentage  Number   Percentage 

The Vanguard Group (20)
100 Vanguard Blvd.
Malvern, PA 19355

   1,103,319    5.23%   —      —   

Franklin Resources, Inc. (21)
One Franklin Parkway
San Mateo, CA 94403

   1,066,794    5.10%   —      —   

All directors and executive officers as a group (13 persons) (22)

   877,060    4.0%   3,777,956    53.6% 

​
​​
Shares of Common Stock
​​
Shares of Class B Stock
​
​
Name and Address of Owner(1)
​​
Number
​​
Percentage
​​
Number
​​
Percentage
​
​
Raymond W. Boushie(2)
​​
34,329
​​
*
​​
22,331
​​
*
​
​
Robert T. Brady(3)
​​
64,677
​​
*
​​
194,509
​​
2.6%
​
​
David C. Burney(4)
​​
73,519
​​
*
​​
210,370
​​
2.8%
​
​
Tonit Calaway(5)
​​
—
​​
—
​​
—
​​
—
​
​
Jeffry D. Frisby(6)
​​
8,862
​​
*
​​
996
​​
*
​
​
Peter J. Gundermann(7)
​​
107,035
​​
*
​​
761,746
​​
10.0%
​
​
Warren C. Johnson(8)
​​
8,862
​​
*
​​
996
​​
*
​
​
Robert S. Keane(9)
​​
242,326
​​
1.0%
​​
2,005,387
​​
26.8%
​
​
Neil Kim(10)
​​
8,862
​​
*
​​
996
​​
*
​
​
James S. Kramer(11)
​​
76,412
​​
*
​​
419,753
​​
5.6%
​
​
Michael C. Kuehn(12)
​​
5,692
​​
*
​​
483
​​
*
​
​
Mark Moran
​​
2,222
​​
*
​​
—
​​
—
​
​
James F. Mulato(13)
​​
23,681
​​
*
​​
6,777
​​
*
​
​
Mark A. Peabody(14)
​​
54,883
​​
*
​​
219,940
​​
2.9%
​
​
International Value Advisors, LLC(15)
717 Fifth Avenue, 10th Floor
New York NY 10022
​​
3,587,349
​​
15.53%
​​
—
​​
—
​
​
BlackRock, Inc.(16)
55 East 52nd Street
New York, NY 10055
​​
2,012,748
​​
8.70%
​​
—
​​
—
​
​
The Vanguard Group(17)
100 Vanguard Blvd.
Malvern, PA 19355
​​
1,867,443
​​
6.04%
​​
—
​​
—
​
​
Wellington Management Group LLP(18)
280 Congress Street
Boston, MA 02210
​​
1,744,931
​​
5.65%
​​
—
​​
—
​
​
Neuberger Berman Group LLC(19)
1290 Avenue of the Americas
New York, NY 10104
​​
1,276,418
​​
5.52%
​​
—
​​
—
​
​
All directors and executive officers as a group (14 persons)(20)
​​
711,272
​​
3.0%
​​
3,844,285
​​
50.7%
​
(1)
The address for all directors and officers listed is: 130 Commerce Way, East Aurora, New York 14052.
(2)
Includes 21,50024,140 shares of Common Stock and 12,54818,051 shares of Class B Stock subject to options exercisable within 60 days.
(3)
Includes 30,50024,140 shares of Common Stock and 25,22918,051 shares of Class B Stock subject to options exercisable within 60 days.
(4)
Includes 46,88430,874 shares of Common Stock and 54,98327,553 shares of Class B Stock subject to options exercisable within 60 days.
(5)
Ms. Calaway became a director on September 19, 2019.
(6)
Includes 30,5006,640 shares of Common Stock and 25,229996 shares of Class B stock subject to options exercisable within 60 days.
(7)
Includes 99,614 shares of Common Stock and 83,051 shares of Class B Stock subject to options exercisable within 60 days.
(6)(8)
Includes 4,0006,640 shares of Common Stock and 996 shares of Class B stock subject to options exercisable within 60 days.
(7)
(9)
Mr. Keane became a director on December 9, 2019. Mr. Keane does not have any options to purchase shares of Common Stock or Class B Stock in his name individually. Includes 138,10315,640 shares of Common Stock and 161,434 shares of Class B Stock subject to options exercisable within 60 days.
(8)Includes 4,000 shares of Common Stock subject to options exercisable within 60 days.
(9)Includes 13,000 shares of Common Stock and 2,7425,499 shares of Class B Stock subject to options exercisable within 60 days 58,120held by The Estate of Kevin T. Keane, the father of Mr. Robert Keane. Mr. Keane is one of multiple beneficiaries (and one of multiple trustees) to a trust to be established by the estate. Mr. Robert Keane’s proportionate interest in the estate is well below 50%.
(10)
Includes 6,640 shares of Common Stock and 192,275996 shares of Class B Stock owned by Mr. Kevin Keane’s spouse for the benefit of Mr. Kevin Keane’s spouse, as to which he disclaims beneficial ownership and 1,300,269 shares of Class B held by 5096 Saranac LLC.
(10)Includes 4,000 shares of Common Stockstock subject to options exercisable within 60 days.
(11)
Includes 30,63026,850 shares of Common Stock and 33,47924,238 shares of Class B Stock subject to options exercisable within 60 days, 220 shares of Common Stock and 686 shares of Class B Stock owned by Mr. James Kramer’s spouse and 787 shares of Common Stock and 118254  shares of Class B Stock owned by the James Shore Kramer Cust for Leah Jane Kramer.
(12)
Includes 13,0005,692 shares of Common Stock and 2,742483 shares of Class B Stock subject to options exercisable within 60 days and 13,719 shares of Common Stock owned by the Robert J. McKenna Revocable Trust. Mr. Robert McKenna will retire from the Board of Directors on May 31, 2018.days.
46

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(13)
Includes 6,93218,570 shares of Common Stock and 2,0245,876 shares of Class B Stock subject to options exercisable within 60 days, and 100 shares of Common Stock and 1532 shares of Class B Stock owned by Mr. James Mulato’s spouse.
(14)
Includes 59,15835,812 shares of Common Stock and 70,82733,134 shares of Class B Stock subject to options exercisable within 60 days.
(15)
FMRInternational Value Advisors, LLC reportsreport having sole voting power for 481,6753,301,222 shares of Common Stock, and no shared voting power. FMR LLC reports having solepower and shared dispositive power for 2,703,2243,587,349 shares of Common Stock and no shared dispositive power.Stock. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on February 13, 2018.March 9, 2020.
(16)
BlackRock, Inc. reports having sole voting power for 2,299,4091,964,371 shares of Common Stock, and no shared voting power. BlackRock, Inc. claimspower and sole dispositive power for 2,352,141 shares of Common Stock and no shared dispositive power. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on January 19, 2018.
(17)Neuberger Berman Group LLC reports having no sole voting power and shared voting power for 1,407,385 shares of Common Stock. Neuberger Berman Group LLC reports having no sole dispositive power and shared dispositive power for 1,416,605 shares of Common Stock. The beneficial ownership is based solely upon Schedule 13G filed with the SEC on February 15, 2018.
(18)Wellington Management Group LLP reports having no sole voting power and shared voting power for 974,388 shares of Common Stock. Wellington Management Group LLP claims no sole dispositive power and shared dispositive power for 1,372,7022,012,748 shares of Common Stock. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on February 8, 2018.5, 2020.

22

(19)
(17)
RBC Global Asset Management (U.S.) Inc.The Vanguard Group reports having no sole voting power andfor 48,336 shares, shared voting power for 846,1687,771 shares of Common Stock. RBC Global Asset Management (U.S.) Inc. claims noStock, sole dispositive power for 1,814,577 shares of Common Stock and shared dispositive power for 1,197,63752,866 shares of Common Stock. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on February 12, 2018.2020.
(20)
(18)
The VanguardWellington Management Group reportsLLP, Wellington Management Group Holdings LLP and Wellington Investment Advisors Holdings LLP report having no sole voting power, for 42,099 shares and shared voting power for 2,4001,596,341 shares of Common Stock. The Vanguard Group claimsStock, no sole dispositive power for 1,060,720 shares and shared dispositive power for 42,5991,744,931 shares of Common Stock. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on February 8, 2018.January 28, 2020.
(21)
(19)
Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC report having no sole voting power, shared voting power for 1,265,232 shares of Common Stock, no sole dispositive power and shared dispositive power for 1,276,418 shares of Common Stock. Neuberger Berman Equity Funds reports having no sole voting power, shared voting power for 889,827 shares of Common Stock, no sole dispositive power and shared dispositive power for 889,827 shares of Common Stock. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on February 5, 2018.13, 2020.
(22)(20)
Includes 402,207302,612 shares of Common Stock and 391,237219,129 shares of Class B Stock subject to options exercisable within 60 days.

23

47

PROPOSAL 2

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee, with the approval of the Board of Directors, has selected Ernst & Young LLP as the independent registered public accounting firm, to act as auditors of Astronics Corporation for 2018. All services provided on the Company’s behalf by Ernst & Young LLP during 2017 and 2016 were approved in advance by the Audit Committee. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions.

Audit Fees. The following table sets forth the fees billed to the Company for the last two years by the Company’s independent auditors, Ernst & Young LLP:

   2017   2016 

Audit

  $1,771,424   $1,195,340 

Audit-related

  $—   $— 

Tax

  $—   $— 

All Other

  $—   $— 

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides forpre-approval by the Audit Committee of specifically defined audit andnon-audit services. Unless the specific service has been previouslypre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee may delegate to an Audit Committee member the authority to approve permitted services provided that the delegated member reports any decisions to the committee at its next scheduled meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 YEAR.

24

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


During 2017,2019, the executive officers and directors of the Company timely filed with the Securities Exchange Commission all required reports with respect to beneficial ownership of the Company’s securities.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE


The Company does not have written policies or procedures relating to the review, approval or ratification of related person transactions. Any such proposed transaction is submitted to the Board of Directors for approval.

John B. Drenning, who served as a director of the company, isCompany until his death in March 2019, was a partner in the law firm of Hodgson Russ LLP. During 2017,2019, the Company incurred legal fees from Hodgson Russ LLP totaling $222,667.

$370,253.

Kevin T. Keane, the father of Robert S. Keane, served as a director of the Company until his death in June 2019. Kevin T. Keane received $37,500 in cash compensation and $80,014 in Restricted Stock Units, for a total of $117,514 in 2019 for service as a director prior to his death.
PROPOSALS OF SHAREHOLDERS FOR 20192021 ANNUAL MEETING


To be considered for inclusion in the proxy materials for the 20192021 Annual Meeting of Shareholders, shareholder proposals must be received by the Company no later than December 21, 2018.

8, 2020.

If a shareholder wishes to present a proposal at the Company’s 20192021 Annual Meeting of Shareholders or to nominate one or more directors, and the proposal is not intended to be included in the Company’s proxy materials relating to that meeting, such proposal or nomination(s) must comply with the applicable provisions of the Company’sby-laws and
applicable law. In general, the Company’sby-laws provide that with respect to a shareholder nomination for director, written notice must be addressed to the Secretary and be received by the Company no less than 60 nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. For purposes of the Company’s 20192021 Annual Meeting of Shareholders, such notice must be received not later than April 1, 2019March 22, 2021 and not earlier than March 2, 2019.February 20, 2021. The Company’sby-laws set out specific requirements that such written notices must satisfy.

48

OTHER BUSINESS


The Board of Directors knows of no other matters to be voted upon at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy to vote on such matters in accordance with their judgment.

The Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be Held on Thursday, May 31, 201821, 2020 has been mailed to shareholders. Copies of the Annual Report, as well as this Proxy Statement, Proxy Card(s), and Notice of Annual Meeting of Shareholders, are available at http://materials.proxyvote.com/046433 or by telephone at1-800-579-1639.

A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM10-K, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS, BENEFICIALLY OR OF RECORD ON APRIL 12, 2018,1, 2020, ON REQUEST TO SHAREHOLDER RELATIONS, ASTRONICS CORPORATION, 130 COMMERCE WAY, EAST AURORA, NEW YORK 14052. THE ANNUAL REPORT ON FORM10-K MAY ALSO BE OBTAINED IN THE INVESTOR RELATIONS SECTION OF THE COMPANY’S WEBSITE:WWW.ASTRONICS.COMwww.astronics.com.

By Order of the Board of Directors

East Aurora, New York

Dated: April 20, 2018

LOGO
David C. Burney,
Secretary

25

ASTRONICS CORPORATION

130 COMMERCE WAY

EAST AURORA, NY 14052

ATTN: DAVID BURNEY

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — —

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

        DETACH AND RETURN THIS PORTION ONLY

For All

 Withhold 

All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

☐

☐

☐

1.  Election of Directors

Nominees

01Raymond W. Boushie              02    Robert T. Brady              03    John B. Drenning                  04    Jeffry D. Frisby                       05    Peter J. Gundermann
06  Warren C. Johnson                  07    Kevin T. Keane               08    Neil Kim
The Board of Directors recommends you vote FOR Proposal 2.For   AgainstAbstain
2.Ratify the appointment of Ernst & Young LLP as independent auditors for fiscal year 2018.☐☐☐

NOTE: In their discretion, the proxies are authorized to vote upon any other matters of business which may properly come before the meeting, or, any adjournment(s) thereof.

LOGO

For address change/comments, mark here.☐
(see reverse for instructions)YesNo

Please indicate if you plan to attend this meeting

☐

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date    

Signature (Joint Owners)

Date            

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com

 — — — — — — —  — — —  — — —  — — — ���  — —  — — —  — — —  — — —  — — —  — —  — — — —  — — —

LOGO  

ASTRONICS CORPORATION

Annual Meeting of Shareholders
May 31, 2018 at 10:00 AM CT
This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) Kevin T. Keane and John B. Drenning or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of (Common/Class B) stock of ASTRONICS CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholder(s) to be held at 10:00 AM, CT on May 31, 2018 at Astronics Connectivity Systems & Certification Corp., PDT Design Services,One Corporate Drive, Suite 110, Lake Zurich, IL 60047 and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Address change/comments:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side

*** Exercise YourRight to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 31, 2018

ASTRONICS CORPORATION

LOGO

ASTRONICS CORPORATION

130 COMMERCE WAY

EAST AURORA, NY 14052

ATTN: DAVID BURNEY

Meeting Information

Meeting Type:Annual Meeting

For holders as of:April 12, 2018

Date:May 31, 2018              Time: 10:00 AM CDT

Location:  Astronics Connectivity Systems & Certification Corp

     PDT Design Services

One Corporate Drive, Suite 110

      Lake Zurich, IL 60047

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

—  Before You Vote  —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Notice & Proxy Statement      2. Annual Report

How to View Online:

Have the information that is printed in the box marked by the arrowLOGO (located on the following page) and visit:www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1)BY INTERNET:www.proxyvote.com
2) BY TELEPHONE:1-800-579-1639
3)BY E-MAIL*:sendmaterial@proxyvote.com

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowLOGO(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 17, 2018 to facilitate timely delivery.

—  How To Vote  —

Please Choose One of the Following Voting Methods

LOGO

Vote In Person:Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go towww.proxyvote.com. Have the information that is printed in the box marked by the arrowLOGOavailable and follow the instructions.

Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting items

The Board of Directors recommends you vote

FOR the following:

1.Election of Directors
Nominees
01Raymond W. Boushie02    Robert T. Brady03    John B. Drenning04    Jeffry D. Frisby05    Peter J. Gundermann
06Warren C. Johnson07    Kevin T. Keane08    Neil Kim
The Board of Directors recommends you vote FOR Proposal 2.
2.Ratify the appointment of Ernst & Young LLP as independent auditors for fiscal year 2018.
NOTE:In their discretion, the proxies are authorized to vote upon any other matters of business which may properly come before the meeting, or, any adjournment(s) thereof.

LOGO

Julie M. Davis, Secretary
East Aurora, New York
Dated: April 7, 2020
49

LOGO