Sector: Industrials
ASTRONICS CORP · Meeting: May 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Brady has strong aerospace and governance experience from his tenure as CEO and Chairman of Moog Inc.; ATRO's 3-year price return of +395.5% far exceeds the ^GSPC (S&P 500) return of +71.7%, so the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Frisby brings over 40 years of aerospace industry experience including CEO roles at PCX Aerostructures and Triumph Group; ATRO's strong outperformance versus ^GSPC means the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Gundermann is the CEO and Chairman with over 35 years at Astronics; as an executive director he is subject to the same TSR trigger as other directors, but ATRO's 3-year return of +395.5% vastly exceeds the ^GSPC return of +71.7%, so the trigger does not apply; no other policy concerns identified.
Johnson has 33 years of aerospace experience at Moog Aircraft Group including global operations and strategic planning; ATRO's strong TSR outperformance versus ^GSPC means the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Keane is a sitting CEO at Cimpress plc and holds one outside public board seat at Astronics, which is within the policy limit of two outside board seats for a sitting CEO; ATRO's strong TSR outperformance versus ^GSPC means the TSR trigger does not apply; no other concerns identified.
Kim has deep technology, operations, and supply chain expertise from senior roles at Marvell and Broadcom; ATRO's strong TSR outperformance versus ^GSPC means the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Moran contributes valuable commercial aviation and operations experience from his 17-year tenure at Continental Airlines; ATRO's strong TSR outperformance versus ^GSPC means the TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
O'Brien joined the board in 2023 and brings over 35 years of aerospace engineering and program management experience from Lockheed Martin; she joined within 24 months of this filing and is exempt from the TSR trigger under the new-director exemption; no other concerns identified.
West joined the board in February 2025 and is a sitting CFO of Tennant Company with strong financial and accounting expertise; she joined well within 24 months and is exempt from the TSR trigger under the new-director exemption; no other concerns identified.
All nine director nominees receive a FOR vote. ATRO's 3-year price return of +395.5% dramatically outperforms the ^GSPC (S&P 500) benchmark return of +71.7% by +323.8 percentage points, far exceeding the 65-percentage-point trigger threshold for strong-positive TSR, so the TSR underperformance trigger does not fire for any director. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee. Two newer directors (O'Brien and West) are within the 24-month exemption window in any case.
CEO
Peter J. Gundermann
Total Comp
$4,564,990
Prior Support
91%%
CEO Peter Gundermann's total reported compensation was $4,564,990 for 2025, which includes a $1,474,438 increase in pension value that is an actuarial estimate rather than cash paid — the company's own 'awarded pay' table shows $3,090,552, which is a more representative figure for an industrial company CEO at this market cap. The compensation structure is meaningfully performance-linked: the largest components are stock options and performance stock awards (PSUs) tied to a 3-year average adjusted EBITDA margin target, with time-based awards representing a minority of equity grants. The prior Say on Pay vote received 91% support in 2023 (the most recent vote under a triennial schedule), well above the 70% threshold; ATRO's stock has returned +395.5% over three years versus +71.7% for the ^GSPC (S&P 500), confirming strong pay-for-performance alignment, and the company has a robust clawback policy adopted in December 2023.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,923,292
Non-Audit Fees
$0
Ernst & Young charged $1,923,292 in audit fees for 2025 and zero in non-audit fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot be confirmed and does not fire per policy. No material financial restatements were identified, and EY is a Big 4 firm appropriate for a $2.8 billion market cap company.
The 2026 Astronics annual meeting presents a clean ballot for shareholders: all nine director nominees receive FOR votes given the company's extraordinary 3-year stock return of +395.5% versus the ^GSPC (S&P 500) return of +71.7%, Ernst & Young's ratification is straightforward with zero non-audit fees, and the Say on Pay program earns a FOR vote given strong TSR performance, a 91% prior-year approval rate, and a meaningfully performance-linked compensation structure. The two non-standard proposals (2026 LTIP and ESPP) are not evaluated under the current policy as equity plan approvals fall outside the scope of Version 1.2.
1 companies disclosed in 2026 proxy filing
