{"url_path":"/sec/alot/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/8146/0001193125-26-251606-index.html","accession_number":"0001193125-26-251606","cik":"0000008146","ticker":"ALOT","issuer_name":"AstroNova, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/8146/0001193125-26-251606-index.html","primary_entity_key":"0000008146","primary_entity_name":"AstroNova, Inc."},"word_count":11210,"has_tables":true,"body_markdown":"Item 11. Executive Compensation\n\nThe following table provides information regarding the total compensation paid or accrued by the Company to each of its Named Executive Officers.\n\n2026 Summary Compensation Table\n\n \n\nName and\n\nPrincipal Position\n\n  \nFiscal\nYear\n \n  \nSalary\n($)\n \n  \nStock\nAwards\n($)(a)\n \n  \nOption\nAwards\n($)(b)\n \n  \nNon-Equity\nIncentive Plan\nCompensation\n($)\n \n  \nAll Other\nCompensation\n($)\n \n \nTotal\n($)\n \n\nJorik E. Ittmann\n\n  \n \n2026\n \n  \n \n324,688\n \n  \n \n1,778,327\n \n  \n \n— \n \n  \n \n— \n \n  \n \n18,757\n (c) \n \n \n2,121,772\n \n\nPresident and CEO\n\n  \n \n2025\n \n  \n \n105,769\n \n  \n \n51,765\n \n  \n \n— \n \n  \n \n— \n \n  \n \n6,794\n (d) \n \n \n164,328\n \n\nDarius G. Nevin\n\n  \n \n2026\n \n  \n \n133,077\n \n  \n \n38,784\n \n  \n \n184,463\n \n  \n \n— \n \n  \n \n8,775\n (e) \n \n \n365,099\n \n\nExecutive Chairman of the Board of Directors, former Interim CEO\n\n  \n \n2025\n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n \n \n— \n(f) \n\nThomas D. DeByle\n\n  \n \n2026\n \n  \n \n372,019\n \n  \n \n1,519,080\n \n  \n \n— \n \n  \n \n— \n \n  \n \n52,595\n (g) \n \n \n1,943,694\n \n\nVice President, CFO and Treasurer\n\n  \n \n2025\n \n  \n \n177,692\n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n  \n \n25,775\n (h) \n \n \n203,467\n \n\nThomas W. Carll\n\n  \n \n2026\n \n  \n \n260,289\n \n  \n \n655,079\n \n  \n \n— \n \n  \n \n25,364\n \n  \n \n7,979\n (i) \n \n \n948,711\n \n\nSenior Vice President and General Manager – Aerospace\n\n  \n \n2025\n \n  \n \n225,800\n \n  \n \n26,833\n \n  \n \n— \n \n  \n \n— \n \n  \n \n7,672\n \n \n \n260,305\n \n\nGregory A. Woods\n\n  \n \n2026\n \n  \n \n223,823\n \n  \n \n1,125,237\n \n  \n \n— \n \n  \n \n— \n \n  \n \n207,660\n (j) \n \n \n1,556,720\n \n\nFormer President and CEO\n\n  \n \n2025\n \n  \n \n472,563\n \n  \n \n238,505\n \n  \n \n— \n \n  \n \n— \n \n  \n \n50,682\n \n \n \n761,750\n \n\n \n\n(a)\n\nThe amounts reflect the aggregate grant date fair value of the restricted stock units and stock-settled performance awards issued to the Named Executive Officers, as calculated under ASC 718, excluding estimated forfeitures. Under ASC 718, the grant date fair value of each time-based restricted stock unit is equal to the closing price of the Company’s common stock on the grant date. The closing prices of the Company’s common stock on the grant date for restricted stock units issued to the Named Executive Officers during fiscal year 2026 were $8.10 and $11.47. The grant date fair value of stock-settled performance awards is based on the reference value of the awards and the Company’s estimate, as of the date of grant, of the probable outcome of the performance conditions. Subject to the achievement of performance goals, the maximum value that can be earned on the stock-settled performance awards is $338,630, $494,528, $169,668 and $1,073,250 by Messrs. Ittmann, DeByle, Carll and Woods, respectively. For Mr. Woods, this amount also includes $120,798, representing the incremental fair value, calculated in accordance with ASC 718, of certain equity awards, the vesting of which was accelerated in connection with the termination of Mr. Woods’s employment.\n\n(b)\n\nReflects the aggregate fair value of the awards on the grant date under ASC 718 for stock options granted to the Named Executive Officers. Refer to Note 15, “Share-Based Compensation” in the Company’s audited financial statements for the fiscal year ended January 31, 2026 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026 for assumptions used in the calculation of these amounts.\n\n \n\n5\n\n##### Table of Contents\n\n(c)\n\nRepresents vehicle allowance of $8,653 and an employer match under the Company’s Profit Sharing Plan of $10,104.\n\n(d)\n\nRepresents vehicle allowance of $3,462 and an employer match under the Company’s Profit Sharing Plan of $3,332.\n\n(e)\n\nRepresents cash payments earned for service as a non-employee director and committee member of $5,167 and an employer match under the Company’s Profit Sharing Plan of $3,608.\n\n(f)\n\nMr. Nevin’s employment began in fiscal year 2026.\n\n(g)\n\nRepresents vehicle allowance of $14,000, housing allowance of $28,000, and an employer match under the Company’s Profit Sharing Plan of $10,595.\n\n(h)\n\nRepresents housing allowance of $20,000 and an employer match under the Company’s Profit Sharing Plan of $5,775.\n\n(i)\n\nRepresents an employer match under the Company’s Profit Sharing Plan of $7,979.\n\n(j)\n\nRepresents severance payments paid during fiscal year 2026 of $131,431, health insurance and Medicare benefits of $4,599 paid in fiscal year 2026, unused vacation payout of $51,370, vehicle allowance of $12,455, and an employer match under the Company’s Profit Sharing Plan of $7,805. The amount does not include $115,693 of continuing salary payments or $12,131 in health insurance and Medicare benefits payable in fiscal year 2027, as the obligation to pay those amounts is conditioned upon Mr. Woods’ continuing compliance with the Separation Agreement.\n\n \n\n6\n\n##### Table of Contents\n\n2026 Grants of Plan-Based Awards\n\nThe following table provides information on all plan-based awards by the Company for the fiscal year ended January 31, 2026 to each Named Executive Officer.\n\n \n\n \n  \n \n \n \nEstimated Future Payouts\nUnder Non-Equity\nIncentive Plan Awards\n \n  \nEstimated Future Payouts\nUnder Equity\nIncentive Plan Awards\n \n  \n\nAll\nOther\nStock\n\nAwards:\nNumber\n\nof Shares\nof Stock\n\n \n  \n\nAll Other\nOption\n\nAwards:\nNumber\n\nof\nSecurities\n\n \n  \n\nExercise\nor Base\n\nPrice of\n\n \n  \n\nGrant Date\n\nFair Value\n\nof Stock\nand\n\n \n\nName\n\n  \nGrant\nDate\n \n \nThreshold\n($)(a)(b)\n \n  \nTarget\n($)(a)\n \n  \nMaximum\n($)(a)\n \n  \nThreshold\n(#)(c)\n \n  \nTarget\n(#)(c)\n \n  \nMaximum\n(#)(c)\n \n  \nor Units\n(#)(d)\n \n  \nUnderlying\nOptions\n(#)(e)\n \n  \nOption\nAwards\n($/Sh)\n \n  \nOption\nAwards\n($)(f)\n \n\nJorik E. Ittmann\n\n  \n \n4/14/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n4,527\n \n  \n\n  \n\n  \n \n36,669\n \n\n  \n \n6/12/2025\n (g) \n \n \n—\n \n  \n \n252,000\n \n  \n \n504,000\n \n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n6/12/2025\n \n \n\n  \n\n  \n\n  \n \n5,920\n \n  \n \n11,840\n \n  \n \n17,761\n \n  \n\n  \n\n  \n\n  \n \n117,755\n \n\n  \n \n8/15/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n130,775\n \n  \n\n  \n\n  \n \n1,499,989\n \n\n  \n \n8/15/2025\n \n \n\n  \n\n  \n\n  \n \n5,045\n \n  \n \n10,091\n \n  \n \n15,137\n \n  \n\n  \n\n  \n\n  \n \n123,914\n \n\nDarius G. Nevin\n\n  \n \n3/28/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n765\n \n  \n\n  \n\n  \n \n6,816\n \n\n  \n \n6/10/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n2,019\n \n  \n\n  \n\n  \n \n18,191\n \n\n  \n \n6/10/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n1,529\n \n  \n\n  \n\n  \n \n13,776\n \n\n  \n \n7/23/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n30,000\n \n  \n \n11.10\n \n  \n \n184,463\n \n\nThomas D. DeByle\n\n  \n \n4/14/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n10,329\n \n  \n\n  \n\n  \n \n83,665\n \n\n  \n \n4/14/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n10,185\n \n  \n\n  \n\n  \n \n82,499\n \n\n  \n \n6/12/2025\n (g) \n \n \n—\n \n  \n \n297,500\n \n  \n \n595,000\n \n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n6/12/2025\n \n \n\n  \n\n  \n\n  \n \n13,320\n \n  \n \n26,641\n \n  \n \n39,962\n \n  \n\n  \n\n  \n\n  \n \n264,949\n \n\n  \n \n8/15/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n87,183\n \n  \n\n  \n\n  \n \n999,989\n \n\n  \n \n8/15/2025\n \n \n\n  \n\n  \n\n  \n \n3,582\n \n  \n \n7,165\n \n  \n \n10,747\n \n  \n\n  \n\n  \n\n  \n \n87,979\n \n\nThomas W. Carll\n\n  \n \n4/14/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n4,198\n \n  \n\n  \n\n  \n \n34,004\n \n\n  \n \n6/12/2025\n (g) \n \n \n—\n \n  \n \n126,000\n \n  \n \n252,000\n \n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n6/12/2025\n \n \n\n  \n\n  \n\n  \n \n5,489\n \n  \n \n10,979\n \n  \n \n16,469\n \n  \n\n  \n\n  \n\n  \n \n109,191\n \n\n  \n \n8/15/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n43,591\n \n  \n\n  \n\n  \n \n499,989\n \n\n  \n \n8/15/2025\n \n \n\n  \n\n  \n\n  \n \n484\n \n  \n \n968\n \n  \n \n1,453\n \n  \n\n  \n\n  \n\n  \n \n11,895\n \n\nGregory A. Woods\n\n  \n \n4/17/2025\n \n \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n29,444\n \n  \n\n  \n\n  \n \n238,496\n \n\n  \n \n6/12/2025\n \n \n \n—\n \n  \n \n381,600\n \n  \n \n763,200\n \n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n\n  \n \n6/12/2025\n \n \n\n  \n\n  \n\n  \n \n38,509\n \n  \n \n77,018\n \n  \n \n115,527\n \n  \n\n  \n\n  \n\n  \n \n765,943\n \n\n \n\n(a)\n\nRepresents awards under the Company’s Senior Executive Short-Term Incentive Plan. See “Compensation Discussion & Analysis – Senior Executive Short-Term Incentive Plan” for additional information regarding the Senior Executive Short-Term Incentive Plan.\n\n(b)\n\nThe Company’s Senior Executive Short-Term Incentive Plan does not provide for any threshold payment amount for amounts that may be earned thereunder.\n\n(c)\n\nConsists of two stock-settled performance awards issued pursuant to the Company’s 2018 Equity Incentive Plan. Any portion of the award that is earned will vest in full on the date the Company’s Human Capital and Compensation Committee makes the determination that such portion of the award was earned. See “Compensation Discussion & Analysis – Equity-based Incentive Compensation” for more information about the stock-settled performance awards.\n\n(d)\n\nConsists of restricted stock unit awards issued pursuant to the Company’s 2018 Equity Incentive Plan, which vests in three equal annual installments commencing on the first anniversary of the grant date, restricted stock unit awards issued pursuant to the Company’s 2018 Equity Incentive Plan, which vests in full on the third anniversary of the grant date and restricted stock awards issued pursuant to the Company’s 2018 Equity Incentive Plan, which vests in full immediately on the grant date.\n\n \n\n7\n\n##### Table of Contents\n\n(e)\n\nConsists of an option award issued pursuant to the Company’s 2018 Equity Incentive Plan, which vests in six equal monthly installments commencing on the first of the month following the grant date.\n\n(f)\n\nThe grant date fair value of each time-based restricted stock unit is equal to the closing price of the Company’s common stock on the grant date. The grant date fair value of stock-settled performance awards is based on the reference value of the award and the Company’s estimate, as of the date of grant, of the probable outcome of the performance conditions. The assumptions used in the calculation of the grant date fair value of option awards are included in Note 15 to the Company’s audited financial statements for the fiscal year ended January 31, 2026, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026.\n\n(g)\n\nAs previously noted, the target awards for our Named Executive Officers for fiscal year 2026 under the Company’s Senior Executive Short-Term Incentive Plan were established in June 2025. The targets were subsequently updated in connection with the Ittmann Letter Agreement and Executive Letter Agreements in August 2025. Pursuant to these awards, Mr. Carll earned $25,364. Neither Mr. Ittmann nor Mr. DeByle earned a payout under these awards.\n\n \n\n8\n\n##### Table of Contents\n\nOutstanding Equity Awards at 2026 Fiscal Year-End\n\nThe following table provides information on all outstanding equity awards held by each of the Named Executive Officers as of January 31, 2026.\n\n \n\n \n  \nOption Awards\n \n \nStock Awards\n \n\nName\n\n  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nExercisable\n \n  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nUnexercisable\n \n  \nOption\nExercise\nPrice\n($)\n \n  \nOption\nExpiration\nDate\n \n \nNumber\nof Shares\nor Units\nof Stock\nThat\nHave\nNot\nVested (#)\n \n \nMarket\nValue of\nShares or\nUnits of\nStock\nThat\nHave Not\nVested ($)\n \n  \nEquity\nIncentive\nPlan\nAwards:\nNumber\nof\nUnearned\nShares,\nUnits or\nOther\nRights\nThat\nHave Not\nVested (#)\n \n \nEquity\nIncentive\nPlan\nAwards:\nMarket\nor\nPayout\nValue of\nUnearned\nShares,\nUnits or\nOther\nRights\nThat\nHave Not\nVested ($)\n \n\nJorik E. Ittmann\n\n  \n\n  \n\n  \n\n  \n\n \n \n137,636\n (e) \n \n \n1,251,111\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n\n \n\n  \n \n32,898\n (f) \n \n \n338,630\n \n\nDarius G. Nevin\n\n  \n \n30,000\n \n  \n \n—\n \n  \n$\n11.10\n \n  \n \n7/23/2035\n (a) \n \n\n \n\n  \n\n \n\nThomas D. DeByle\n\n  \n\n  \n\n  \n\n  \n\n \n \n107,697\n (g) \n \n \n978,966\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n\n \n\n  \n \n50,709\n (f) \n \n \n494,528\n \n\nThomas W. Carll\n\n  \n \n17,500\n \n  \n \n—\n \n  \n \n18.25\n \n  \n \n6/4/2028\n (b) \n \n\n \n\n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n \n49,501\n (h) \n \n \n449,964\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n \n210\n (i) \n \n \n1,909\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n \n95\n (j) \n \n \n864\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n\n \n\n  \n \n3,986\n (k) \n \n \n36,233\n \n\n  \n\n  \n\n  \n\n  \n\n \n\n \n\n  \n \n17,922\n (f) \n \n \n169,668\n \n\nGregory A. Woods\n\n  \n \n50,000\n \n  \n \n—\n \n  \n \n15.01\n \n  \n \n3/14/2026\n (c) \n \n\n \n\n  \n\n \n\n  \n \n50,000\n \n  \n \n—\n \n  \n \n12.85\n \n  \n \n7/16/2026\n (d) \n \n\n \n\n  \n\n \n\n  \n \n45,500\n \n  \n \n—\n \n  \n \n18.25\n \n  \n \n7/16/2026\n (d) \n \n\n \n\n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n \n20,602\n (l) \n \n \n187,272\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n \n1,969\n (i) \n \n \n17,898\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n \n443 \n(j) \n \n \n4,027\n \n  \n\n \n\n  \n\n  \n\n  \n\n  \n\n \n\n \n\n  \n \n— \n \n \n \n— \n \n\n \n\n(a)\n\nOptions vested in six equal monthly installments commencing on the first of the month following the option grant date (which is ten years prior to the expiration date).\n\n \n\n9\n\n##### Table of Contents\n\n(b)\n\nOptions vested in four equal annual installments commencing on the first anniversary of the option grant date (which is ten years prior to the expiration date).\n\n(c)\n\nOptions vested in three equal annual installments commencing on the first anniversary of the option grant date (which is ten years prior to the expiration date). Options were not exercised prior to the expiration date.\n\n(d)\n\nOptions terminate one (1) year after the date of termination of service.\n\n(e)\n\nConsists of (i) 4,527 restricted stock units that vest in equal installments on April 14, 2026, 2027 and 2028; (ii) 2,334 restricted stock units that vest in equal installments on September 10, 2026 and 2027; and (iii) 130,775 restricted stock units that vest on August 15, 2028.\n\n(f)\n\nConsists of stock-settled performance awards granted in fiscal year 2026 and held by the Named Executive Officers, which may be earned based upon the achievement by the Company of performance goals relating to the Company’s fiscal year 2028 revenue growth and adjusted earnings-per-share. No stock-settled performance awards were earned by the Named Executive Officers based upon the Company’s fiscal year 2026 performance.\n\n(g)\n\nConsists of (i) 20,514 restricted stock units that vest in equal installments on April 14, 2026, 2027 and 2028; and (ii) 87,183 restricted stock units that vest on August 15, 2028.\n\n(h)\n\nConsists of (i) 664 restricted stock units that vested on March 21, 2026; (ii) 1,048 restricted stock units that vest in equal installments on June 10, 2026 and 2027; (iii) 4,198 restricted stock units that vest in equal installments on April 14, 2026, 2027 and 2028; and (iv) 43,591 restricted stock units that vest on August 15, 2028.\n\n(i)\n\nConsists of performance-based restricted stock units granted in fiscal year 2022 and held by the Named Executive Officers, which may be earned based upon the achievement by the Company of a performance goal relating to the Company’s fiscal year 2022, 2023 and 2024 revenue. Restricted stock units of 1,969 and 210 were earned by Messrs. Woods and Carll, respectively, based upon the Company’s fiscal year 2024 revenue. These restricted stock units vested on April 17, 2026.\n\n(j)\n\nConsists of performance-based restricted stock units granted in fiscal year 2023 and held by the Named Executive Officers, which may be earned based upon the achievement by the Company of a performance goal relating to the Company’s fiscal year 2023, 2024 and 2025 revenue. Restricted stock units of 443 and 95 were earned by Messrs. Woods and Carll, respectively, based upon the Company’s fiscal year 2025 revenue. For Mr. Carll, these restricted stock units vest in equal installments on April 7, 2026 and 2027. For Mr. Woods, these restricted stock units vested on April 7, 2026.\n\n(k)\n\nConsists of performance-based restricted stock units granted in fiscal year 2024 and held by the Named Executive Officers, which may be earned based upon the achievement by the Company of a performance goal relating to the Company’s fiscal year 2024, 2025 and 2026 revenue. No restricted stock units were earned by the Named Executive Officers based upon the Company’s fiscal year 2026 revenue.\n\n(l)\n\nConsists of (i) 6,133 restricted stock units that vested on March 21, 2026; (ii) 9,814 restricted stock units that vested on April 14, 2026; and (iii) 4,655 restricted stock units that vest on June 10, 2026.\n\nRisk Related to Compensation Policies\n\nThe Company’s compensation policies and practices for its employees, including its executive compensation program described in Compensation Discussion and Analysis, aim to provide a risk-balanced compensation package which is competitive in our market sectors and relevant to the individual executive. The Company expects to continue to award certain executives and employees, upon satisfaction of applicable performance conditions and subject to future approval and grant by the Human Capital and Compensation Committee, equity and cash-based awards. Because the Company’s equity incentive programs include substantial vesting features, the Company believes that the structure of its compensation plans discourages short-term risk taking and aligns the interest of its executives and managers with those of its shareholders. The Company does not believe that risks arising from these practices, or its compensation policies and practices considered as a whole, are reasonably likely to have a material adverse effect on the Company.\n\n \n\n10\n\n##### Table of Contents\n\nPAY VERSUS PERFORMANCE\n\nThe following table provides a comparison between two measures of compensation for our Named Executive Officers and certain measures of performance. The two compensation measures are the Named Executive Officers’ “total compensation,” as presented in the Summary Compensation Table, and their “compensation actually paid,” a measure of compensation required by SEC rules. These measures are presented for the relevant years on an individual basis for our Chief Executive Officer, our former Interim Chief Executive Officer and our former Chief Executive Officer, and as an average for the group of our other Named Executive Officers.\n\nWhile both “total compensation” and “compensation actually paid” measure compensation for the same fiscal year, the two measures are calculated differently. Compensation actually paid is based on total compensation but substitutes different amounts for equity compensation. Compensation actually paid removes from total compensation the grant-date fair value of equity awards granted during the relevant year and replaces it with the net aggregate change in the fair value of equity awards during the relevant year. This net aggregate change in fair value represents the sum of:\n\n \n\n \n•\n \n\nthe\nyear-end\nfair value of new awards granted during the year that are outstanding and unvested as of the end of the year;\n\n \n\n \n•\n \n\nthe change in the fair value (positive or negative) of unvested awards outstanding during the entire year, measured from the beginning of the year to the end of the year;\n\n \n\n \n•\n \n\nthe vesting-date fair value of new awards that are granted and also vest in the year;\n\n \n\n \n•\n \n\nthe change in the fair value (positive or negative) of unvested awards that are held at the beginning of the year and that also vest during the year, measured from the beginning of the year to the vesting date;\n\n \n\n \n•\n \n\nthe loss in fair value of unvested awards outstanding at the beginning of the year that fail to meet applicable vesting conditions during the year, measured as the loss of the fair value of those awards at the beginning of the year; and\n\n \n\n \n•\n \n\nthe dollar value of any dividends or other earnings paid on awards during the year prior to any vesting date that are not otherwise reflected in total compensation for the year.\n\nThe net change in aggregate fair value must also reflect any increase in the fair value of any equity awards that were repriced or otherwise materially modified during the year. No equity awards were repriced or otherwise materially modified during any of the years presented.\n\n \n\nFiscal\n\nYear\n\n \n\nSummary\n\nCompensation\n\nTable Total\nfor\n\nMr. Ittmann\n\n \n \n\nCompensation\n\nActually Paid\n\nto Mr.\nIttmann\n\n \n \n\nSummary\n\nCompensation\n\nTable Total\nfor\n\nMr. Nevin\n\n \n \n\nCompensation\n\nActually Paid\n\nto Mr. Nevin\n\n \n \n\nSummary\n\nCompensation\n\nTable Total\nfor\n\nMr. Woods\n\n \n \n\nCompensation\n\nActually Paid\n\nto Mr. Woods\n\n \n \n\nAverage\n\nSummary\n\nCompensation\n\nTable Total\nfor\n\nnon-PEO\n\nNEOs(a)\n\n \n \n\nAverage\n\nCompensation\n\nActually Paid\n\nto\n\nnon-PEO\n\nNEOs(a)\n\n \n \n\nValue of\n\nInitial\n\nFixed $100\n\nInvestment\n\nBased On\n\nTotal\n\nShareholder\n\nReturn(b)\n\n \n \n\nNet Income\n\n(in\nthousands)\n\n \n\n2026\n\n \n$\n2,121,772\n \n \n$\n1,857,716\n\n (c)\n \n \n$\n365,099\n \n \n$\n278,636\n\n (c)\n \n \n$\n1,556,720\n \n \n$\n(67,965\n)\n (c)\n \n \n$\n1,446,203\n \n \n$\n1,273,389\n\n (c)\n \n \n$\n69\n \n \n$\n(2,376\n) \n\n2025\n\n \n$\n— \n \n \n$\n—\n\n (f)\n \n \n$\n— \n \n \n$\n—\n\n (f)\n \n \n$\n761,750\n \n \n$\n(245,256\n)\n (d)\n \n \n$\n411,390\n \n \n$\n113,481\n\n(d)\n \n \n$\n88\n \n \n$\n(14,489\n) \n\n2024\n\n \n$\n— \n \n \n$\n—\n\n (f)\n \n \n$\n— \n \n \n$\n—\n\n (f)\n \n \n$\n1,286,106\n \n \n$\n1,849,025\n\n (e)\n \n \n$\n508,248\n \n \n$\n640,408\n\n(e)\n \n \n$\n133\n \n \n$\n4,694\n \n\n \n\n \n•\n \n\nThe\nNon-Principal\nExecutive Officer Named Executive Officers\n(“Non-PEO\nNEOs”) for whom the Summary Compensation Table total average compensation is presented are: for 2026, Messrs. DeByle and Carll and for 2025, Messrs. David S. Smith, Natalizia and Carll, and for 2024, Messrs. Smith and Natalizia.\n\n \n\n \n•\n \n\nRepresents the cumulative total shareholder return (on a dividends-reinvested basis) on our common stock from January 31, 2023, the last trading day before the earliest year presented in the table, to the last trading day of the relevant year, calculated on the basis of an investment of $100 in our common stock on January 31, 2023.\n\n \n\n \n•\n \n\nRepresents compensation actually paid for fiscal year 2026 to Messrs. Ittmann and Woods and the average compensation actually paid for fiscal year 2026 to Messrs. DeByle and Carll, our other Named Executive Officers for fiscal year 2026. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2026, which is presented separately in the Summary Compensation Table):\n\n \n\n11\n\nChange in Fair Value\n\n  \n\nMr. Ittmann\n\n \n  \n\nMr. Nevin\n\n \n  \n\nMr. Woods\n\n \n  \n\nAverage for\n\nnon-PEO\n\nNEOs\n\n \n\nNew Grants Unvested at\nYear-End\n\n  \n \n1,471,563\n \n  \n \n— \n \n  \n \n89,209\n \n  \n \n943,691\n \n\nPrior Years Awards Unvested at\nYear-End\n\n  \n \n(5,858\n) \n  \n \n— \n \n  \n \n(33,132\n) \n  \n \n(2,531\n) \n\nNew Grants that Vested in Fiscal Year 2026\n\n  \n \n— \n \n  \n \n136,784\n \n  \n \n— \n \n  \n \n— \n \n\nPrior Years Awards that Vested in Fiscal Year 2026\n\n  \n \n(1,434\n) \n  \n \n— \n \n  \n \n(69,532\n) \n  \n \n(3,775\n) \n\nPrior Years Awards that Failed to Vest in Fiscal Year 2026\n\n  \n \n— \n \n  \n \n— \n \n  \n \n(485,993\n) \n  \n \n(23,119\n) \n\nDividends or Earnings on Awards Before Vesting\n\n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n\nThe fair value of time-based restricted stock units is equal to the closing price of the Company’s common stock on the measurement date. The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the measurement date and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions. The fair value of stock-settled performance awards is based on the reference value of the awards and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions.\n\n \n\n \n•\n \n\nRepresents compensation actually paid for fiscal year 2025 to Mr. Woods, and the average compensation actually paid for fiscal year 2025 to Messrs. Smith and Natalizia, our other Named Executive Officers for fiscal year 2025. The fair value of time-based restricted stock units is equal to the closing price of the Company’s common stock on the measurement date. The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the measurement date and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions.\n\n \n\n(1)\n\nRepresents compensation actually paid for fiscal year 2024 to Mr. Woods, and the average compensation actually paid for fiscal year 2024 to Messrs. Smith and Natalizia, our other Named Executive Officers for fiscal year 2024. The fair value of time-based restricted stock units is equal to the closing price of the Company’s common stock on the measurement date. The fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the measurement date and the Company’s estimate, as of the measurement date, of the probable outcome of the performance conditions.\n\n(2)\n\nMessrs. Ittmann and Nevin were not Principal Executive Officers in fiscal years 2025 and 2024.\n\nRELATIONSHIP BETWEEN PAY AND PERFORMANCE\n\nThe following table shows, for the periods presented, the relationship between, on the one hand, the compensation actually paid to Mr. Woods and Mr. Ittmann and the average compensation actually paid to our other Named Executive Officers and, on the other hand, each of:\n\n \n\n \n•\n \n\nOur cumulative total shareholder return since January 31, 2023, the last trading day before fiscal year 2024; and\n\n \n\n \n•\n \n\nOur net income over the last three years.\n\n \n\n12\n\nMetric\n\n  \n\nFiscal Year\n\n2024\n\n \n \n\nFiscal Year\n\n2025\n\n \n \n\nFiscal Year\n\n2026\n\n \n \n\nChange from\n\nFiscal\n\nYear 2024 to\n\nFiscal Year\n\n2025 (%)\n\n \n \n\nChange from \n\nFiscal\n\nYear 2025 to\n\nFiscal Year\n\n2026 (%)\n\n \n\nCompensation actually paid to Mr. Ittmann\n\n  \n$\n— \n \n \n$\n— \n \n \n$\n1,857,716\n \n \n \n— \n \n \n \n100.0\n% \n\nCompensation actually paid to Mr. Nevin\n\n  \n$\n— \n \n \n$\n— \n \n \n$\n278,636\n \n \n \n— \n \n \n \n100.0\n% \n\nCompensation actually paid to Mr. Woods\n\n  \n$\n1,849,025\n \n \n$\n(245,256\n) \n \n$\n(67,965\n) \n \n \n(113.3\n)% \n \n \n(72.3\n)% \n\nAverage Compensation Actually Paid to\nNon-PEO\nNEOs\n\n  \n$\n640,408\n \n \n$\n113,481\n \n \n$\n1,273,389\n \n \n \n(82.3\n)% \n \n \n1022.1\n% \n\nTotal Shareholder Return since January 31, 2023\n\n  \n \n33\n% \n \n \n(12\n)% \n \n \n(31\n)% \n \n \n(136.4\n)% \n \n \n158.3\n% \n\nNet income ($ in thousands)\n\n  \n$\n4,694\n \n \n$\n(14,489\n) \n \n$\n(2,376\n) \n \n \n(408.7\n)% \n \n \n(83.6\n)% \n\nEQUITY INCENTIVE AWARDS-MECHANICS AND TIMING OF STOCK OPTION AND OTHER EQUITY AWARD GRANTS\n\nWe do not currently grant stock options to our NEOs, except that one stock option award was granted to Darius Nevin on July 23, 2025, solely in connection with his appointment as Interim Chief Executive Officer (the “D. Nevin Option Grant”). Although we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights and/or similar option-like instruments grants to our Named Executive Officers, we do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates.\n\nThe details of the D. Nevin Option Grant, which was awarded with an effective grant date during a period beginning four business days before the filing or furnishing of a report on Form\n10-K,\n\n10-Q\nor\n8-K\nthat disclosed material nonpublic information (other than a report on Form\n8-K\nthat disclosed a material new option grant under Item 5.02(e)), and ending one business day after the filing or furnishing of that report, are set forth below:\n\n \n\nName\n\n  \n\nGrant Date\n\n \n  \n\nNumber of\nSecurities\nUnderlying the\nAward\n\n \n  \n\nExercise Price\nof the Award\n($)\n\n \n  \n\nGrant Date\nFair Value\nof the\nAward\n\n \n  \n\nPercentage change in the\nclosing market price of the\nsecurities underlying the\naward between the trading\nday ending immediately\nprior to the disclosure of\nmaterial nonpublic\ninformation and the trading\nday beginning immediately\nfollowing the disclosure of\nmaterial nonpublic\n\ninformation\n\n \n\nDarius G. Nevin\n\n  \n \nJuly 23, 2025\n \n  \n \n30,000\n \n  \n \n11.10\n \n  \n \n11.10\n \n  \n \n1.44\n% \n\n \n\n13\n\n##### Table of Contents\n\nCompensation of Directors\n\nThe Human Capital and Compensation Committee is responsible for reviewing and establishing the compensation of the directors of the Company. On June 5, 2023, the Human Capital and Compensation Committee adopted amendments to the Company’s Amended and Restated Non-Employee Director Annual Compensation Program (as so amended, the “Director Compensation Program”).\n\nPursuant to the Director Compensation Program, each non-employee director automatically receives a grant of restricted stock on the date of the Board’s regularly scheduled quarterly meeting. The number of whole shares granted is equal to the number calculated by dividing 25% of the stock component of the director compensation amount determined by the Human Capital and Compensation Committee for that year by the fair market value of our stock on that day. The aggregate value of the restricted stock award for fiscal year 2026 was $72,800. Shares of restricted stock granted under the Director Compensation Program are fully vested upon the date of issuance. Other than as part of a Change in Control of the Company and except in the case of economic hardship of a particular non-employee director, as determined by the Human Capital and Compensation Committee, while a non-employee director is serving on our Board they may not sell or otherwise dispose of any of our stock received in connection with their service on our Board (whether that stock was granted under the Director Compensation Program, any predecessor program or otherwise) if that non-employee director has not satisfied the requirements of any stock ownership guidelines established for directors by the Board or if the transfer would cause them to be out of compliance with any such guidelines.\n\nPursuant to the Director Compensation Program, each non-employee director receives cash payments for their service on the Board and its committees. Beginning in the second quarter of fiscal year 2026, the directors agreed to receive their cash fees in the form of shares of the Company’s common stock, issued as restricted stock awards based on the closing stock price of the Company’s common stock at each quarterly meeting. The dollar value amounts of those payments for the fiscal year ended January 31, 2026 were:\n\n \n\nPosition Covered\n\n  \nFiscal Year 2026\nAnnual Payment\n \n\nService on the Board\n\n  \n$\n46,800\n \n\nLead Independent Director\n\n  \n$\n11,440\n \n\nAudit Committee Chairman\n\n  \n$\n11,440\n \n\nHuman Capital and Compensation Committee Chairman\n\n  \n$\n9,360\n \n\nNominating and Governance Committee Chairman\n\n  \n$\n9,360\n \n\nCommittee Member (other than Chairman)\n\n  \n$\n4,160\n \n\nCompensation is made to non-employee directors in four equal tranches on the dates of the Board’s regular quarterly meetings. If a person becomes a non-employee director on a date other than the date of our annual meeting of shareholders in any fiscal year, that person will receive an award of restricted stock as described above, but appropriately prorated to reflect the number of days remaining from the date he or she commences his or her service in that capacity until the scheduled date for our next annual meeting of shareholders. In addition, if a person becomes a non-employee director, Chairman of the Board, lead independent director, chairman of a committee or a member of a committee other than on the first business day of a fiscal quarter of the Company, he or she will receive compensation on (i) the date of the regular full meeting of the Board held in that quarter or (ii) if later, the date he or she commences his or her service in that capacity, as described above, but appropriately prorated to reflect the number of days remaining in that fiscal quarter.\n\nThe following Director Compensation table provides information regarding the compensation paid or accrued by each person other than Messrs. Nevin and Ittmann who served as a director during the fiscal year ended January 31, 2026. See “Executive Compensation” for information regarding compensation of and outstanding equity awards held by Messrs. Nevin and Ittmann.\n\n \n\nName\n\n  \nFees Earned\nor Paid in\nCash ($)\n \n  \nStock\nAwards ($)\n(a)(b)\n \n  \nTotal ($)\n \n\nShawn W. Kravetz\n\n  \n \n—\n \n  \n \n55,710\n \n  \n \n55,710\n \n\nAlexis P. Michas\n\n  \n \n13,780\n \n  \n \n114,099\n \n  \n \n127,879\n \n\nMitchell I. Quain\n\n  \n \n16,640\n \n  \n \n122,684\n \n  \n \n139,324\n \n\nYvonne E. Schlaeppi\n\n  \n \n15,080\n \n  \n \n118,001\n \n  \n \n133,081\n \n\nRichard S. Warzala\n\n  \n \n17,940\n \n  \n \n126,587\n \n  \n \n144,527\n \n\n \n\n \n•\n \n\nThe amounts reflect the aggregate fair value of the awards on the grant date under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 (“ASC 718”) for shares of restricted stock granted to directors. As noted above, each non-employee director automatically receives a grant of restricted stock on the date of the Board’s regularly scheduled quarterly meeting and, beginning in the second quarter of fiscal year 2026, the directors agreed to receive their cash fees in the form of shares of the Company’s stock. The number of whole shares granted is equal to the calculated quarterly compensation divided by the fair market value of our stock on that day. All stock awards were fully vested on the date of issuance.\n\n \n\n14\n\n##### Table of Contents\n\n \n•\n \n\nAs of January 31, 2026, the Company’s non-employee directors held the following number of outstanding stock options, all of which were fully vested: Mitchell I. Quain—15,000; Yvonne E. Schlaeppi—10,000; and Richard S. Warzala—10,000. Messrs. Michas and Kravetz did not hold any stock options as of January 31, 2026.\n\n \n\n15\n\n##### Table of Contents\n\nCOMPENSATION DISCUSSION AND ANALYSIS\n\nThe Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”) is charged with the responsibility for establishing, implementing and monitoring adherence to the Company’s compensation philosophy and setting the compensation for our executives and key management personnel in a manner which is internally equitable. The Committee also is responsible for reviewing and establishing the compensation of directors.\n\nCompensation Philosophy and Objectives. The Committee’s overall philosophy in terms of executive compensation is to link management incentives with the actual financial performance of the Company. Similarly, the compensation should attract, retain, and motivate highly qualified individuals to achieve the Company’s business goals and link their interests with shareholder interests. In setting compensation for the Company’s executive officers, the Committee considers the executive’s performance, awards, if any, made during prior years and other relevant factors, including the results of the annual advisory vote of the Company’s shareholders on executive compensation. The Committee seeks to have the long-term performance of the Company’s common stock reflected in executive compensation through our equity incentive programs.\n\nElements of Compensation. The total compensation program for the Company’s executive officers consists of the following:\n\n \n\n \n(a)\n\nsalary;\n\n \n\n \n(b)\n\ncash incentive and bonus awards tied to the Company’s annual performance;\n\n \n\n \n(c)\n\nequity-based incentive compensation, in the form of time-based restricted stock units, stock-settled performance awards and, historically, performance-based restricted stock units; and\n\n \n\n \n(d)\n\nretirement and other benefits.\n\nThe Committee seeks to structure each element of compensation to attract and retain the necessary executive talent, reward annual performance and provide incentives for achieving both long-term strategic goals and short-term performance goals. To this end, the Committee seeks to establish salaries at levels that are competitive within the Company’s industry and geographical markets. As described further below, the Committee has historically utilized annual cash-based incentive awards tied to the achievement by the Company of EBITDA and other performance-based targets to encourage the Company’s executives to focus on improving the Company’s short-term profitability. The Committee utilizes a mix of time-based restricted stock units, stock-settled performance awards and, historically, performance-based restricted stock units tied to the Company’s achievement of multi-year performance goals in order to encourage the Company’s executives to focus on driving the Company’s long-term growth. The Committee believes that the combination of these elements is effective in aligning the interests of the Company’s executives with those of its shareholders.\n\nSay on Pay Consideration. In accordance with SEC rules, the Company conducted a non-binding, advisory vote on the Company’s executive compensation at its 2025 annual meeting of shareholders. The Company’s shareholders voted to approve the Company’s executive compensation practices at the 2025 annual meeting by a favorable vote of approximately 99.2% of the votes cast.\n\nSetting Executive Compensation. The Committee is responsible for establishing and periodically reviewing the compensation of the Company’s executive officers and approving all equity awards. The Committee annually reviews the performance of the executive officers and based on these reviews, determines salary adjustments and annual awards. The Chief Executive Officer does not take part in any deliberations concerning his own compensation, and the Executive Chairman similarly recuses himself from all deliberations concerning his own compensation.\n\nFiscal Year 2026 Compensation Overview. We are required to make disclosures regarding compensation for certain of our executive officers. This includes compensation disclosure for all principal executive officers during the last completed fiscal year, the two most highly compensated executive officers (other than the principal executive officer) who were serving as executive officers at the end of the last completed fiscal year, and up to two additional individuals for whom disclosure would have been provided (as two of the most highly compensated executive officers) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year. Our “Named Executive Officers” as of the fiscal year ended January 31, 2026, were Mr. Ittmann, Mr. DeByle, Mr. Carll, our former President and Chief Executive Officer, Gregory Woods, and our former Interim Chief Executive Officer, Darius G. Nevin. The total compensation paid to our Named Executive Officers in the fiscal year ended January 31, 2026 increased from the total compensation paid in the prior fiscal year. As is shown in the Summary Compensation Table below, this increase was primarily a result of the fact that (i) a second restricted stock unit award was granted to executives in fiscal 2026 compared to one grant in fiscal 2025 and (ii) stock-settled performance awards were granted in fiscal year 2026 but not in fiscal year 2025.\n\n \n\n16\n\n##### Table of Contents\n\nSalary. Base salaries for executive officers are evaluated each year. Historically, base salaries have been increased at annual rates which approximate the general rates of increase of compensation for all employees of the Company. Annual salary adjustments are generally made effective April 1 of each year. Effective August 15, 2025, the Committee set the fiscal year 2026 annual salaries of the Named Executive Officers as set forth below, except for Mr. Woods, whose salary is reflected at the rate in effect as of the termination of his employment on July 16, 2025:\n\n \n\nName\n\n  \nSalary ($)\n \n\nJorik E. Ittmann\n\n  \n \n360,000\n \n\nDarius G. Nevin\n\n  \n \n260,000\n \n\nThomas D. DeByle\n\n  \n \n425,000\n \n\nThomas W. Carll\n\n  \n \n280,000\n \n\nGregory A. Woods\n\n  \n \n477,000\n \n\nCash Incentive and Bonus Awards. Annual cash incentive awards are an important component of total executive cash compensation because they reward the Company’s executives for achieving targeted, annual results and emphasize variable or “at risk” compensation. From time to time the Committee awards discretionary cash bonuses to the Company’s executives to reward their efforts in extraordinary circumstances.\n\nSenior Executive Short-Term Incentive Plan (STIP). Participants in the STIP (which may include any executive officer, vice president or director-level manager) are determined annually by the Committee. Awards under the STIP are earned based on achieving or exceeding annual financial objectives, which the Committee has full discretion to establish for each plan year. Annually, the Committee establishes a Target Award for each STIP participant, which may vary as to each participant and from year to year. In June 2025, the Committee established the following Target Awards for our Named Executive Officers for fiscal year 2026:\n\n \n\n17\n\n##### Table of Contents\n\nName\n\n  \nTarget\nAward\n($)\n \n  \nTarget\nAward as\nPercentage\nof Base\nSalary\n \n\nJorik E. Ittmann\n\n  \n \n252,000\n \n  \n \n70\n% \n\nDarius G. Nevin\n\n  \n \n— \n \n  \n \n— \n(a) \n\nThomas D. DeByle\n\n  \n \n297,500\n \n  \n \n70\n% \n\nThomas W. Carll\n\n  \n \n126,000\n \n  \n \n45\n% \n\nGregory A. Woods\n\n  \n \n381,600\n \n  \n \n80\n% \n\n \n\n(a)\n\nMr. Nevin was not a participant in the STIP for fiscal year 2026.\n\nThe amounts ultimately payable under the STIP to each of the participants are based on the achievement of corporate performance goals and segment-level performance goals as follows, expressed as percentages of each participant’s target award:\n\n \n\nName\n\n  \nAstroNova\nRevenue\n \n \nAstroNova\nAdjusted\nOperating\nCash Flow\n \n \nAstroNova\nAdjusted\nEBITDA\n \n \nAerospace\nSegment\nRevenue\n \n \nAerospace\nSegment\nAdjusted\nOperating\nIncome\n \n \nAerospace \nSegment \nAdjusted \nOperating \nCash Flow\n \n\nJorik E. Ittmann\n\n  \n \n25\n% \n \n \n25\n% \n \n \n50\n% \n \n \n— \n \n \n \n— \n \n \n \n— \n \n\nThomas D. DeByle\n\n  \n \n25\n% \n \n \n25\n% \n \n \n50\n% \n \n \n— \n \n \n \n— \n \n \n \n— \n \n\nThomas W. Carll\n\n  \n \n— \n \n \n \n— \n \n \n \n20\n% \n \n \n35\n% \n \n \n20\n% \n \n \n25\n% \n\nGregory A. Woods\n\n  \n \n25\n% \n \n \n25\n% \n \n \n50\n% \n \n \n— \n \n \n \n— \n \n \n \n— \n \n\nThe bonus earned by each participant under the STIP for fiscal year 2026 with respect to each performance goal is calculated separately as follows:\n\n \n\n \n•\n \n\nNo bonuses with respect to a performance goal are paid unless our or the applicable segment’s performance for fiscal year 2026 with respect to that performance goal equals a threshold established by the Committee, in which case the bonus with respect to that performance goal shall be 50% of that performance goal target award.\n\n \n\n18\n\n##### Table of Contents\n\n \n•\n \n\nIf the Company’s or the applicable segment’s fiscal year 2026 performance with respect to a performance goal equals a target established by the Committee, the bonus with respect to that performance goal shall be 100% of that performance goal target.\n\n \n\n \n•\n \n\nIf the Company’s or the applicable segment’s fiscal year 2026 performance with respect to a performance goal falls between the applicable threshold and target, the bonus payable with respect to that performance goal is determined through linear interpolation.\n\n \n\n \n•\n \n\nAn incremental bonus of up to 100% of each participant’s performance goal target award with respect to each performance goal is paid if our or the applicable segment’s fiscal year 2026 performance with respect to that performance goal falls between the target and a superior level of performance established by the Committee. If the Company’s or the applicable segment’s fiscal year 2026 performance falls between the target and superior levels of performance, the bonus paid with respect to that performance goal is determined through linear interpolation. No further bonus will be paid under the STIP with respect to any performance goal for performance in excess of the superior level.\n\nFor purposes of the 2026 STIP,\n\n \n\n \n•\n \n\nAdjusted EBITDA means our net income (loss) determined in accordance with United States generally accepted accounting principles (“GAAP”), adjusted to exclude interest income (expense), depreciation and amortization, income tax expense (provision), share-based compensation and such other items as may be approved by the Committee, and is calculated consistent with the calculations utilized in the Corporation’s earnings release for the first quarter of fiscal year 2026 (the “Q1 Release”);\n\n \n\n \n•\n \n\nAerospace Segment Adjusted Operating Income means the Aerospace segment’s operating income (loss) determined in accordance with GAAP, adjusted to exclude MTEX-related acquisition expenses, inventory step-up costs and restructuring charges, each net of taxes, and such other items as may be approved by the Committee;\n\n \n\n \n•\n \n\nAstroNova Adjusted Operating Cash Flow means our operating income (loss) determined in accordance with GAAP, adjusted to exclude MTEX-related acquisition expenses, inventory step-up costs and restructuring charges, each net of taxes, and such other items as may be approved by the Committee, calculated consistent with the calculations utilized in the Q1 Release, and further adjusted to add back depreciation and amortization expense, to subtract capital expenditures, and to include the impact of changes in inventory, accounts receivable, and accounts payable;\n\n \n\n \n•\n \n\nAerospace Segment Adjusted Operating Cash Flow means the Aerospace Segment’s Adjusted Operating Income, further adjusted to add back Aerospace Segment depreciation and amortization expense, to subtract Aerospace Segment capital expenditures, and to include the impact of changes in Aerospace Segment inventory, Aerospace Segment accounts receivable, and Aerospace Segment accounts payable; and\n\n \n\n \n•\n \n\nAstroNova Revenue and Aerospace Segment Revenue are determined in accordance with GAAP.\n\nAll payments and awards are subject to the other provisions and limitations of the STIP, including:\n\n \n\n \n•\n \n\nAggregate annual awards under the STIP may not exceed 15% of the Corporation’s consolidated operating income for the applicable fiscal year, determined without deduction for the payment of awards under the STIP.\n\n \n\n \n•\n \n\nAggregate awards earned must be fully accounted for when determining whether a performance goal based upon Adjusted EBITDA has been achieved.\n\n \n\n19\n\n##### Table of Contents\n\nThe threshold and target for the 2026 Performance Goals and the corresponding amount of the STIP paid based on the Company’s results for fiscal year 2026 were as follows:\n\n \n\nPerformance Goal\n\n  \nThreshold($)\n \n  \nTarget ($)\n \n  \nSuperior ($)\n \n  \nActual\nPerformance ($)\n \n  \nPercentage\nof Target\nBonus\nEarned (%)\n \n\nAstroNova Revenue\n\n  \n \n160,000,000\n \n  \n \n168,374,000\n \n  \n \n176,800,000\n \n  \n \n150,515,000\n \n  \n \n— \n \n\nAstroNova Adjusted Operating Cash Flow\n\n  \n \n19,000,000\n \n  \n \n20,030,000\n \n  \n \n22,000,000\n \n  \n \n11,435,000\n \n  \n \n— \n \n\nAstroNova Adjusted EBITDA\n\n  \n \n16,200,000\n \n  \n \n17,000,000\n \n  \n \n21,000,000\n \n  \n \n12,681,000\n \n  \n \n— \n \n\nPI Segment Revenue\n\n  \n \n117,000,000\n \n  \n \n123,107,000\n \n  \n \n130,000,000\n \n  \n \n104,221,000\n \n  \n \n— \n \n\nPI Segment Operating Income\n\n  \n \n13,300,000\n \n  \n \n14,743,000\n \n  \n \n17,000,000\n \n  \n \n8,028,000\n \n  \n \n— \n \n\nPI Segment Adjusted Operating Cash Flow\n\n  \n \n20,200,000\n \n  \n \n21,648,000\n \n  \n \n23,900,000\n \n  \n \n7,415,000\n \n  \n \n— \n \n\nAerospace Segment Revenue\n\n  \n \n49,700,000\n \n  \n \n52,283,000\n \n  \n \n60,000,000\n \n  \n \n46,294,000\n \n  \n \n— \n \n\nAerospace Segment Adjusted Operating Income\n\n  \n \n13,413,000\n \n  \n \n14,904,000\n \n  \n \n18,000,000\n \n  \n \n12,070,000\n \n  \n \n— \n \n\nAerospace Segment Adjusted Operating Cash Flow\n\n  \n \n19,200,000\n \n  \n \n20,659,000\n \n  \n \n23,800,000\n \n  \n \n21,088,000\n \n  \n \n1.14\n% \n\nAs a result, per the above table, only one of our Named Executive Officers, Mr. Carll, received a STIP award for fiscal year 2026 in the amount of $25,364.\n\nEquity-based Incentive Compensation. Total compensation at the executive level also includes equity incentive awards granted under the Company’s 2018 Equity Incentive Plan. The objectives of the equity incentive awards are to align executive and shareholder long-term interests by creating a strong and direct link between executive pay and the Company’s performance in key financial metrics, and to enable executives to develop and maintain a long-term stock ownership position in the Company’s common stock.\n\n \n\n20\n\n##### Table of Contents\n\nIn fiscal year 2026, the Committee granted to the Named Executive Officers the following number of equity-based awards.\n\n \n\nName\n\n  \nTime-based\nRestricted\nStock Units\n \n \nRestricted\nStock\nAwards\n \n \nStock\nOptions\n \n\nJorik E. Ittmann\n\n  \n \n135,302\n (a) \n \n \n— \n \n \n \n— \n \n\nDarius G. Nevin\n\n  \n \n— \n \n \n \n4,313\n (b) \n \n \n30,000\n (c) \n\nThomas D. DeByle\n\n  \n \n107,697\n (d) \n \n \n— \n \n \n \n— \n \n\nThomas W. Carll\n\n  \n \n47,789\n (e) \n \n \n— \n \n \n \n— \n \n\nGregory A. Woods\n\n  \n \n29,444\n (f) \n \n \n— \n \n \n \n— \n \n\n \n\n(a)\n\nConsists of (i) 4,527 restricted stock units that vest in three equal annual installments commencing on the first anniversary of the date of grant; and (ii) 130,775 restricted stock units that vest in full on August 15, 2028, based on the executive’s continued employment with us.\n\n(b)\n\nConsists of 4,313 restricted stock awards that vested immediately on the date of grant for service as a director before assuming the position of Executive Chairman.\n\n(c)\n\nConsists of 30,000 stock options that vested in six equal monthly installments commencing on the first of the month following the date of grant.\n\n(d)\n\nConsists of (i) 20,514 restricted stock units that vest in three equal annual installments commencing on the first anniversary of the date of grant; and (ii) 87,183 restricted stock units that vest in full on August 15, 2028, based on the executive’s continued employment with us.\n\n(e)\n\nConsists of (i) 4,198 restricted stock units that vest in three equal annual installments commencing on the first anniversary of the date of grant; and (ii) 43,591 restricted stock units that vest in full on August 15, 2028, based on the executive’s continued employment with us.\n\n(f)\n\nConsists of 29,444 restricted stock units that vest in three equal annual installments commencing on the first anniversary of the date of grant, based on the executive’s continued employment with us. This award was subsequently modified in connection with the termination of Mr. Woods’ employment to allow for 9,814 restricted stock units to vest in full on the first anniversary of the date of grant. The remaining 19,630 restricted stock units were forfeited on the termination date.\n\n \n\n21\n\n##### Table of Contents\n\nThe Company also utilizes performance-based awards with multi-year performance periods to further align the interests of our executives with the long-term interests of the Company and its shareholders. In fiscal year 2026, the Company granted Stock-Settled Performance Awards to each of Messrs. Ittmann, DeByle, Carll and Woods with the following reference values:\n\n \n\nName\n\n  \nReference Value for\nStock-Settled\nPerformance Award\n \n\nJorik E. Ittmann\n\n  \n$\n225,753\n \n\nDarius G. Nevin\n\n  \n$\n— \n \n\nThomas D. DeByle\n\n  \n$\n329,685\n \n\nThomas W. Carll\n\n  \n$\n113,112\n \n\nGregory A. Woods\n\n  \n$\n715,500\n (a) \n\n \n\n(a)\n\nMr. Woods’ award was subsequently forfeited in connection with the termination of his employment with the Company.\n\nThe earned value for each of these awards will be determined by the Company’s performance in the fiscal year ended January 31, 2028 (the “Performance Year”) with respect to Cumulative Organic Revenue Growth and Adjusted EPS (each as defined below; each a “Performance Goal” and together, the “Performance Goals”). The Performance Goals are equally weighted for each of the participants.\n\nThe Target, Threshold and Superior levels of performance for each of the Performance Goals are:\n\n \n\nPerformance Goal\n\n  \nThreshold\n \n \nTarget\n \n \nSuperior\n \n\nCumulative Organic Revenue Growth\n\n  \n \n20\n% \n \n \n25\n% \n \n \n30\n% \n\nAdjusted EPS\n\n  \n$\n1.35\n \n \n$\n1.60\n \n \n$\n1.85\n \n\nThe earned value amount with respect to each Performance Goal shall be determined as follows:\n\n \n\n \n•\n \n\nIf the Company’s performance for the Performance Year with respect to a Performance Goal is less than the applicable Threshold level of performance, the earned value amount with respect to that Performance Goal will be zero.\n\n \n\n \n•\n \n\nIf the Company’s performance for the Performance Year with respect to a Performance Goal is equal to the applicable Threshold level of performance, the earned value amount with respect to that Performance Goal will be equal to 25% of the Reference Value.\n\n \n\n \n•\n \n\nIf the Company’s performance for the Performance Year with respect to a Performance Goal is equal to the applicable Target level of performance, the earned value amount with respect to that Performance Goal will be equal to 50% of the Reference Value.\n\n \n\n \n•\n \n\nIf the Company’s performance for the Performance Year with respect to a Performance Goal is equal to the applicable Superior level of performance, the earned value amount with respect to that Performance Goal will be equal to 75% of the Reference Value; no additional earned value amount will be awarded with respect to performance for either Performance Goal that exceeds the Superior level of performance.\n\n \n\n22\n\n##### Table of Contents\n\n \n•\n \n\nIf the Company’s performance for the Performance Year with respect to a Performance Goal falls between the applicable Threshold and Target levels of performance or between the applicable Target and Superior levels of performance, the earned value amount with respect to that Performance Goal will be determined through linear interpolation.\n\nIf the Company’s performance for the Performance Year with respect to one Performance Goal equals or exceeds the applicable Threshold level of performance but the Company’s performance with respect to the other Performance Goal is less than the applicable Threshold level of performance, the earned value amount with respect to the Performance Goal for which the Threshold level of performance is met or exceeded will be reduced by 20%.\n\nThe earned value to be used for determining how many shares of the Company’s common stock will be issued to each grantee upon settlement of the Stock-Settled Performance Award will be equal to the sum of the earned value amounts for both of the Performance Goals. The total number of shares issued to a participant in respect of the Awards will be equal to the earned value divided by the greater of (i) the fair market value of one share of the Company’s common stock on the grant date and (ii) the fair market value of one share of the Company’s common stock on the date the Committee certifies the level of achievement with respect to the Performance Goals. Any shares of common stock issued upon settlement of the Stock-Settled Performance Awards will be fully vested at the time of issuance.\n\nFor purposes of the Stock-Settled Performance Awards granted to Messrs. Ittmann, DeByle and Carll:\n\n \n\n \n•\n \n\n“Adjusted EPS” means the Company’s earnings per share, as calculated in accordance with GAAP, adjusted to exclude the impact of non-recurring items, as approved by the Committee, such as restructuring charges, impairment charges, and unbudgeted gains or losses outside the control of management; and\n\n \n\n \n•\n \n\n“Cumulative Organic Revenue Growth” means the amount, expressed as a percentage, by which the Company’s revenue in the Performance Year, excluding any revenues attributable to any subsidiary, product line or other line of business the Company may acquire subsequent to January 31, 2025, exceeds the Company’s revenues for the Company’s fiscal year ended January 31, 2025.\n\nBased on the closing price of $9.29 for the Company’s common stock on June 12, 2025 and the closing price of $11.47 for the Company’s common stock on August 15, 2025, the grant dates for the Stock-Settled Performance Awards, the earned value and maximum number of shares that can be earned by each of the participants with respect to each Performance Goal at each of the levels of performance is as follows:\n\n \n\n \n  \nEarned Value and Maximum Number of Shares Issuable for Each Performance\nGoal at Specified Levels of Performance\n \n\n \n  \nThreshold\n \n  \nTarget\n \n  \nSuperior\n \n\n \n  \nEarned Value\n \n  \nShares\n \n  \nEarned Value\n \n  \nShares\n \n  \nEarned Value\n \n  \nShares\n \n\nJorik E. Ittmann\n\n  \n$\n56,438\n \n  \n \n5,482\n \n  \n$\n112,877\n \n  \n \n10,965\n \n  \n$\n169,315\n \n  \n \n16,449\n \n\nThomas D. DeByle\n\n  \n$\n82,421\n \n  \n \n8,451\n \n  \n$\n164,843\n \n  \n \n16,903\n \n  \n$\n247,264\n \n  \n \n25,354\n \n\nThomas W. Carll\n\n  \n$\n28,278\n \n  \n \n2,986\n \n  \n$\n56,556\n \n  \n \n5,973\n \n  \n$\n84,834\n \n  \n \n8,961\n \n\nGregory A. Woods(1)\n\n  \n$\n178,875\n \n  \n \n19,254\n \n  \n$\n357,750\n \n  \n \n38,509\n \n  \n$\n536,625\n \n  \n \n57,763\n \n\n \n\n(1)\n\nEffective as of July 16, 2025, Mr. Woods ceased to serve as our Chief Executive Officer and is no longer eligible to receive value based on performance awards. All stock settled performance awards held by Mr. Woods were forfeited on July 16, 2025.\n\n \n\n23\n\n##### Table of Contents\n\nOn April 10, 2026, we entered into Stock-Settled Performance Award Amendment Agreements (the “Amendment Agreements”) with each of Messrs. Ittmann, DeByle, Carll and Natalizia. The Amendment Agreements amend the terms of Stock-Settled Performance Awards previously issued to Messrs. Ittmann, DeByle, Carll and Natalizia to provide that, at the discretion of the Human Capital and Compensation Committee of our Board of Directors, the Stock-Settled Performance Awards may be settled in cash, rather than shares of our common stock. The Amendment Agreements do not vary any other terms of the Stock-Settled Performance Awards.\n\nIn fiscal year 2025, the Committee did not grant any performance-based restricted stock units to our executives. In fiscal year 2024, the Committee granted to the Named Executive Officers the following numbers of performance-based restricted stock units:\n\n \n\nName\n\n  \nPerformance-\nbased\nRestricted\nStock Units\nGranted in\nFiscal Year\n2024\n \n\nJorik E. Ittmann\n\n  \n \n— \n \n\nDarius G. Nevin\n\n  \n \n— \n \n\nThomas D. DeByle\n\n  \n \n— \n \n\nThomas W. Carll\n\n  \n \n3,986\n \n\nGregory A. Woods\n\n  \n \n36,799\n \n\nThe performance-based restricted stock units may be earned based upon the achievement by the Company of a performance goal based on a revenue threshold and target (the “Revenue Goal”) over a three fiscal-year period (the “Performance Period”) as follows:\n\n \n\nFiscal Year Granted\n\n  \nPerformance Period\n(fiscal years)\n \n  \nRevenue\nThreshold\n \n  \nRevenue\nTarget\n \n\n2024\n\n  \n \n2024, 2025 and 2026\n \n  \n$\n180,000,000\n \n  \n$\n210,000,000\n \n\nThe number of performance-based restricted stock units that become earned (“Earned RSUs”) with respect to any fiscal year within a Performance Period (a “Performance Year”) will be equal to the product of the total number of performance-based restricted stock units, less any performance-based restricted stock units that became Earned RSUs with respect to a prior Performance Year within that Performance Period, multiplied by the Earned Revenue Percentage (as defined below) for such Performance Year, rounded down to the nearest whole number. In no event will the aggregate number of Earned RSUs with respect to an award of performance-based restricted stock units exceed the total number of performance-based restricted stock units constituting the applicable award. One-third of the number of performance-based restricted stock units that become Earned RSUs will vest on the date that the Committee determines that they have been earned, with the remaining two-thirds vesting in equal installments on the first and second anniversaries of that date.\n\n \n\n24\n\n##### Table of Contents\n\nFor purposes of the performance-based restricted stock units, “Earned Revenue Percentage” for a Performance Year means the percentage obtained by dividing (i) the Company’s revenue for that Performance Year, as determined by the Committee in accordance with United States generally accepted accounting principles (the “Revenue”), minus the Adjusted Performance Threshold (defined below) for that Performance Year by (ii) the performance target minus the Adjusted Performance Threshold for that Performance Year. If the revenue for any Performance Year is less than or equal to the Adjusted Performance Threshold for that Performance Year, the Earned Revenue Percentage for that Performance Year shall be zero, and if the Revenue for any Performance Year is equal to or exceeds the Annual Performance Target, the Earned Revenue Percentage for that Performance Year shall be 100%. The “Adjusted Performance Threshold” for a Performance Year means the greater of (i) the performance threshold and (ii) the highest revenue for any previously completed Performance Year.\n\nThe number of performance-based restricted stock units held by our Named Executive Officers that became Earned RSUs based on the Company’s fiscal year 2026 revenue of $150.5 million are as follows:\n\n \n\nName (1)\n\n  \nFiscal\nYear\nGranted\n \n  \nAdjusted\nPerformance\nThreshold\n($)(2)\n \n  \nEarned\nRSUs\n(#)\n \n  \nRemaining\nPerformance-\nbased\nRestricted\nStock Units\n(#)\n \n\nThomas W. Carll\n\n  \n \n2024\n \n  \n \n180,000,000\n \n  \n \n— \n \n  \n \n— \n(3) \n\nGregory A. Woods\n\n  \n \n2024\n \n  \n \n180,000,000\n \n  \n \n— \n \n  \n \n— \n(4) \n\n \n\n(1)\n\nAs previously noted, Messrs. Ittmann, Nevin, and DeByle were not granted performance-based restricted stock units as none were employees in fiscal year 2024.\n\n(2)\n\nNone of the performance-based restricted stock units granted in fiscal year 2024 became Earned RSUs based on the Company’s revenue for that year, and accordingly, the Adjusted Performance Threshold equaled the original threshold for those grants.\n\n(3)\n\nPerformance-based restricted stock units granted in fiscal year 2024 that did not become Earned RSUs based on the Company’s fiscal year 2026 revenue were forfeited. As a result, 3,986 performance-based restricted stock units that were granted to Mr. Carll in fiscal year 2024 were forfeited.\n\n(4)\n\nPerformance-based restricted stock units granted to Mr. Woods that had not become Earned RSUs as of July 16, 2025, the date Mr. Woods’ employment with the Company ended, were forfeited as of such date.\n\nShare Ownership and Retention Guidelines. The Committee believes that, as a rule, senior management should have a meaningful equity interest in the Company. In order to promote equity ownership and further align the interests of management with our shareholders, the Committee has adopted share ownership and retention guidelines for our executives. These guidelines are based upon the market value of our common stock as a multiple of such officer’s base pay. The multiple is three times base salary for the CEO, two times base salary for the Chief Financial Officer and 1.25 times base salary for the other executive officers. Under these guidelines, an executive was expected to achieve the ownership level by April 1, 2020 or, if later, within five years of his or her initial appointment as an executive officer. Executives are expected to retain at least 50% of all shares acquired on vesting of restricted stock or restricted stock units and 50% of all shares acquired on exercise of any stock option (net of any shares tendered or withheld for payment of taxes) until they achieve the specified ownership level and thereafter maintain such ownership level.\n\nRetirement and Other Benefits. In order to attract and retain key executives, the Company offers retirement benefits through a Profit-Sharing Plan for employees, including its executive officers.\n\nProfit Sharing Plan. The Company maintains a Profit Sharing Plan that is a qualified plan under Section 401(k) of the Internal Revenue Code, which provides retirement benefits to substantially all the Company’s employees.\n\nEach eligible employee shares in contributions on the basis of relative compensation. In addition, participants are permitted to defer up to 50% of their cash compensation and make contributions of such deferral to this plan through payroll deductions (limited to $23,000 in calendar year 2024 and $23,500 in calendar year 2025). The Company makes matching contributions equal to 50% of the first seven percent of compensation contributed. The deferrals are made within the limits prescribed by Section 401(k). The Profit Sharing Plan provides for the vesting of 100% of matching contributions made by the Company to the account of the employee after three years of service. Contributions by an employee are 100% vested immediately.\n\n \n\n25\n\n##### Table of Contents\n\nPerquisites. In addition to the benefits described above, the Company provides automobile allowances to certain of its executive officers and a housing allowance to one of its Named Executive Officers. The amount of any automobile or housing allowance granted to our Named Executive Officers is reflected in the “All Other Compensation” column of the Summary Compensation Table below.\n\nEmployment Agreements, Severance Benefits and Change in Control – Jorik E. Ittmann\n\nOn August 2, 2025, in connection with Mr. Ittmann’s appointment as the Company’s new President and Chief Executive Officer, the Company entered into a letter agreement (the “Ittmann Letter Agreement”) with Mr. Ittmann, which provides for the terms of Mr. Ittmann’s employment by the Company as its President and Chief Executive Officer.\n\nMr. Ittmann’s annual base salary was increased to $360,000. Mr. Ittmann’s target bonus under the Company’s STIP for fiscal year 2026 (the “2026 STIP”) was increased to 70% of his base salary, which for purposes of the 2026 STIP will be the amount of salary actually paid to Mr. Ittmann by the Company in fiscal year 2026. Mr. Ittmann’s performance goals and the definition of the performance goals, the methods for calculating bonuses earned under the 2026 STIP and the other terms of the 2026 STIP are as set forth above under the heading “Senior Executive Short-Term Incentive Plan (STIP)”. In addition, the Company issued to Mr. Ittmann a Stock-Settled Performance Award with a reference value of $115,753. The terms of the award, including the performance period and performance goals thereunder, are as set forth above under the heading “Equity-based Incentive Compensation”.\n\nThe Company also agreed to issue to Mr. Ittmann a time-based restricted stock unit for a number of shares of the Company’s common stock with a value of $1,500,000, based on the closing price of the Company’s common stock on August 15, 2025. These restricted stock units will vest and be settled on August 15, 2028. However, if the Company terminates Mr. Ittmann’s employment as the Company’s President and Chief Executive Officer without Cause (as defined in the Ittmann Letter Agreement) prior to the earlier of (a) the third anniversary of the Ittmann Letter Agreement and (b) the consummation of a Change-In-Control (as defined in the Ittmann Letter Agreement), a pro rata portion of the restricted stock units, based on the number of days Mr. Ittmann actually serves as the Company’s President and Chief Executive Officer, will immediately vest. The restricted stock units will be governed by and subject to the Company’s 2018 Equity Incentive Plan and the form of time-based restricted stock unit previously approved by the Human Capital and Compensation Committee of the Company’s Board of Directors.\n\nUnder the terms of the Ittmann Letter Agreement, if, prior to August 15, 2028, the Company sells a material portion of its business (as determined by the Board or a designated committee thereof) or a Change-In-Control occurs, in either case in connection with which a dividend or distribution is declared and paid to the shareholders of the Company or consideration is otherwise paid to the shareholders of the Company (a “Triggering Transaction”), Mr. Ittmann will be entitled to receive a payment, in the same form as is paid or distributed to the shareholders of the Company in connection with the Triggering Transaction, in the amount that would have been distributable with respect to the number of shares of the Company’s common stock underlying the restricted stock units described above that remain unvested immediately following the consummation of the Triggering Transaction. Mr. Ittmann’s eligibility to receive this payment is conditioned upon his continuing employment by the Company through the date the Triggering Transaction is consummated. Restricted stock units for which vesting is accelerated or for which payment is otherwise made in connection with a Triggering Transaction will be excluded from the calculation of any amount payable to Mr. Ittmann.\n\nThe Ittmann Letter Agreement provides that if the Company terminates Mr. Ittmann’s employment without Cause, except in connection with a Change-In-Control in connection with which a dividend or distribution is declared and paid to the shareholders of the Company or consideration is otherwise paid to the shareholders of the Company, he will be entitled to partial salary continuation for a period of 52 weeks. The amount potentially payable will be equal to his base salary in effect at the time of his termination if the termination occurs on August 15, 2025, decreasing ratably over time such that no salary continuation will be owed in connection with a termination occurring on or after August 15, 2028. In the event that Mr. Ittmann’s employment by the Company is terminated in connection with a Change-In-Control in connection with which a dividend or distribution is declared and paid to the shareholders of the Company or consideration is otherwise paid to the shareholders of the Company, whether with or without Cause, no severance will be payable.\n\nThe Company will reimburse Mr. Ittmann for all reasonable travel-related expenses incurred in connection with his duties, including airfare between St. Louis, Missouri and the Company’s headquarters West Warwick, Rhode Island and car rental and reasonable lodging expenses. If any reimbursed amounts are treated as taxable income, the Company will provide a tax gross-up to Mr. Ittmann in an amount necessary to place Mr. Ittmann in the same after-tax position as if no such tax liability had arisen.\n\n \n\n26\n\n##### Table of Contents\n\nLetter Agreements and Change in Control – Other Executives. In connection with the changes to the Company’s executive leadership team, on August 2, 2025, the Company also entered into letter agreements (the “Executive Letter Agreements”) with Thomas DeByle, the Company’s Vice President, Chief Financial Officer and Treasurer, Tom Carll, the Company’s Senior Vice President and General Manager, Aerospace, and Michael Natalizia, the Company’s Vice President, Technology & Strategic Alliances and Chief Technology Officer (collectively, the “Executives”).\n\nUnder the terms of the Executive Letter Agreements:\n\n \n\n \n•\n \n\nthe Executives’ annual base salaries are as set forth above under the header, “Salary,” effective as of August 15, 2025;\n\n \n\n \n•\n \n\nthe Executives’ target bonuses under the 2026 STIP are as set forth above under the header, “Senior Executive Short-Term Incentive Plan (STIP)”;\n\n \n\n \n•\n \n\nStock-Settled Performance Awards with the reference values and terms as set forth above under the heading “Equity-based Incentive Compensation”;\n\n \n\n \n•\n \n\ntime-based restricted stock units for the number of shares of the Company’s common stock as set forth above under the heading “Equity-based Incentive Compensation”;\n\n \n\n \n•\n \n\nif the Company completes a Triggering Transaction before August 15, 2028, the Executives will be entitled to receive payments on substantially the same terms as provided in the Ittmann Letter Agreement, except that the amounts of such payments shall be calculated for each Executive based on the respective time-based restricted stock units issued to them;\n\n \n\n \n•\n \n\nif Company terminates an Executive’s employment without Cause, except in connection with a Change-In-Control in connection with which a dividend or distribution is declared and paid to the shareholders of the Company or consideration is otherwise paid to the shareholders of the Company, that Executive will be entitled to the partial salary continuation for a period of 52 weeks; the amount potentially payable will be equal to his base salary in effect at the time of his termination if the termination occurs on August 15, 2025, decreasing ratably over time such that no salary continuation will be owed in connection with a termination occurring on or after August 15, 2028; no severance will be payable as a result of a termination of employment in connection with a Change-In-Control in connection with which a dividend or distribution is declared and paid to the shareholders of the Company or consideration is otherwise paid to the shareholders of the Company, whether with or without Cause.\n\nIn addition, the Executive Letter Agreement with Mr. DeByle provides that if Mr. DeByle’s employment with the Company terminates after June 17, 2027 as a result of his bona fide retirement, all of his then-outstanding time-based restricted stock units, including the time-based restricted stock units to be issued pursuant to the Executive Letter Agreement with Mr. DeByle, will continue to vest over time as if he were still employed.\n\nEmployment Agreements and Severance Benefits – Gregory A. Woods.\n\nOn June 29, 2025, Gregory A. Woods resigned from his positions as President and Chief Executive Officer of the Company and as a member of the Company’s Board. Pursuant to the terms of a Separation Agreement and General Release entered into by the Company and Mr. Woods effective as of July 16, 2025 (the “Woods Separation Agreement”), Mr. Woods’ employment terminated on July 16, 2025 (the “Woods Separation Date”).\n\nDuring the one-year period following the Woods Separation Agreement, at the request of the Company’s Chief Executive Officer or the Chief Financial Officer, Mr. Woods is obligated to provide up to 20 hours of assistance to the Company and its management per week with respect to the transition of the chief executive officer role. Mr. Woods is also obligated under the Woods Separation Agreement to continue to cooperate with the Company in its arbitral and other proceedings relating to the Company’s acquisition of MTEX.\n\n \n\n27\n\n##### Table of Contents\n\nPursuant to the Woods Separation Agreement, (i) Mr. Woods is receiving payment of one-half of his base salary as of the Woods Separation Date (not including bonuses or other incentives) and one-half of his vehicle allowance as of the Woods Separation Date (minus federal, state, and local withholdings and any liens), for 52 weeks, in biweekly payments in accordance with the Company’s usual payroll practices, (ii) all outstanding and unvested time-based restricted stock units (including performance-based restricted stock units that had become Earned RSUs within the meaning of those awards) set forth on Schedule A to the Woods Separation Agreement are continuing to vest for a period of 12 months following the Woods Separation Date in accordance with their original vesting schedules, notwithstanding the occurrence of the termination of his employment, (iii) all outstanding stock purchase options set forth on Schedule A to the Woods Separation Agreement remain exercisable through the earlier of (a) the tenth anniversary of the date of grant of such option and (b) July 16, 2026, (iv) if Mr. Woods elects COBRA continuation coverage on a timely basis, the Company will subsidize 100% of the cost of COBRA coverage on all plans selected for Mr. Woods and his wife, as well as any administrative fee, until the earlier to occur of (a) 12 months following the Woods Separation Date or (b) the date Mr. Woods obtains alternate comparable coverage through another employer or provider, (v) if Mr. Woods or his spouse is, or becomes, eligible for Medicare at any time during the COBRA subsidy period, the Company will reimburse him for the portion of his Medicare premiums that he pays during the same COBRA subsidy period, provided that (a) the maximum aggregate Medicare reimbursement, combined with the COBRA subsidy, shall not exceed $2,021.89 per month and (b) such reimbursement shall cease immediately upon Mr. Woods’ receipt of alternate, comparable coverage or upon the expiration of the twelve-month period, whichever occurs first, (vi) payment for accrued and unused paid time off was paid on the next regularly scheduled pay date after the Woods Separation Date, and (vii) reimbursement for business expenses incurred by Mr. Woods prior to June 29, 2025 was paid on the next regularly scheduled pay date after the Woods Separation Date.\n\nExcept for the Ittmann Letter Agreement, Executive Letter Agreements and Woods Separation Agreement, we generally do not provide any severance benefits to our Named Executive Officers other than those provided to all employees. Severance benefits vary based upon salary levels and length of service.\n\n \n\n28\n\n##### Table of Contents\n\nHUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT\n\nThe Human Capital and Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis included above and based on these reviews and discussions, has recommended to the Board that the Compensation Discussion & Analysis be included in this Amendment.\n\nHuman Capital and Compensation Committee:\n\nAlexis P. Michas (Chairman)\n\nMitchell I. Quain\n\nRichard S. Warzala"}