Document/ExhibitDescriptionPagesSize
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2: EX-10.23 Material Contract HTML 77K
3: EX-21 Subsidiaries List HTML 38K
4: EX-23 Consent of Expert or Counsel HTML 35K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 59K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
7: EX-32 Certification -- §906 - SOA'02 HTML 35K
14: R1 Cover HTML 104K
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17: R4 Consolidated Statements of Comprehensive Loss HTML 59K
18: R5 Consolidated Balance Sheets HTML 150K
19: R6 Consolidated Balance Sheets (Parenthetical) HTML 48K
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22: R9 Summary of Significant Accounting Principles and HTML 89K
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30: R17 Warranty HTML 48K
31: R18 Leases HTML 148K
32: R19 Income Taxes HTML 130K
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34: R21 Retirement Plans and Related Post Retirement HTML 71K
Benefits
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36: R23 Loss Per Share HTML 49K
37: R24 Equity Compensation HTML 111K
38: R25 Fair Value HTML 44K
39: R26 Selected Quarterly Financial Information HTML 48K
40: R27 Legal Proceedings HTML 54K
41: R28 Segments HTML 122K
42: R29 Divestiture Activities HTML 39K
43: R30 Schedule II - Valuation and Qualifying Accounts HTML 67K
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45: R32 Insider Trading Arrangements HTML 39K
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Practices (Policies)
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52: R39 Intangible Assets (Tables) HTML 62K
53: R40 Goodwill (Tables) HTML 56K
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Benefits (Tables)
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59: R46 Loss Per Share (Tables) HTML 47K
60: R47 Equity Compensation (Tables) HTML 115K
61: R48 Selected Quarterly Financial Information (Tables) HTML 47K
62: R49 Segments (Tables) HTML 122K
63: R50 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND HTML 128K
PRACTICES - Narrative (Details)
64: R51 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND HTML 40K
PRACTICES - Summary of COVID-19 Related Government
Assistance (Details)
65: R52 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND HTML 42K
PRACTICES - Reconciliation of Cash and Restricted
Cash (Details)
66: R53 REVENUE - Narrative (Details) HTML 47K
67: R54 REVENUE - Summary of Contract Assets and HTML 38K
Liabilities (Details)
68: R55 REVENUE - Summary of Revenue Disaggregated by HTML 58K
Market (Details)
69: R56 REVENUE - Summary of Disaggregated by Product HTML 60K
Lines (Details)
70: R57 ACCOUNTS RECEIVABLE - Summary of Accounts HTML 45K
Receivable (Details)
71: R58 ACCOUNTS RECEIVABLE - Allowance for Estimated HTML 42K
Credit Losses Deducted from Accounts Receivable
(Details)
72: R59 INVENTORIES - Summary of Inventories (Details) HTML 43K
73: R60 INVENTORIES - Narrative (Details) HTML 37K
74: R61 PROPERTY, PLANT AND EQUIPMENT - Summary of HTML 51K
Property, Plant and Equipment (Details)
75: R62 INTANGIBLE ASSETS - Summary of Acquired Intangible HTML 54K
Assets (Details)
76: R63 INTANGIBLE ASSETS - Narrative (Details) HTML 36K
77: R64 INTANGIBLE ASSETS - Summary of Future Amortization HTML 44K
Expense for Intangible Assets (Details)
78: R65 GOODWILL - Summary of Changes in Carrying Amount HTML 52K
of Goodwill (Details)
79: R66 GOODWILL - Narrative (Details) HTML 39K
80: R67 Long-Term Debt (Details) HTML 136K
81: R68 WARRANTY - Narrative (Details) HTML 38K
82: R69 WARRANTY - Summary of Activity in Warranty Accrual HTML 43K
(Details)
83: R70 LEASES - Narrative (Details) HTML 45K
84: R71 LEASES - Summary of ROU Assets and Lease HTML 68K
Liabilities (Details)
85: R72 LEASES - Summary of Lease Cost and Cash Paid HTML 61K
(Details)
86: R73 LEASES - Summary of Maturity of Lease Liabilities HTML 73K
(Details)
87: R74 INCOME TAXES - Summary of Provision for (Benefit HTML 61K
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88: R75 INCOME TAXES - Summary of Effective Tax Rates HTML 65K
Differ from Statutory Federal Income Tax (Details)
89: R76 INCOME TAXES - Summary of Significant Components HTML 80K
of Company's Deferred Tax Assets and Liabilities
(Details)
90: R77 INCOME TAXES - Summary of Components of Net HTML 44K
Deferred Tax Assets and Liabilities (Details)
91: R78 INCOME TAXES - Narrative (Details) HTML 69K
92: R79 INCOME TAXES - Reconciliation of Total Amounts of HTML 39K
Unrecognized Tax Benefits Excluding Interest and
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93: R80 Profit Sharing/401K Plan (Details) HTML 45K
94: R81 RETIREMENT PLANS AND RELATED POST RETIREMENT HTML 92K
BENEFITS - Narrative (Details)
95: R82 RETIREMENT PLANS AND RELATED POST RETIREMENT HTML 49K
BENEFITS - Summary of Reconciliation of Beginning
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Obligation (Details)
96: R83 RETIREMENT PLANS AND RELATED POST RETIREMENT HTML 44K
BENEFITS - Summary of Assumptions Used to
Calculate the Post Retirement Benefit Obligation
(Details)
97: R84 RETIREMENT PLANS AND RELATED POST RETIREMENT HTML 50K
BENEFITS - Summarizes the Components of the Net
Periodic Cost (Details)
98: R85 RETIREMENT PLANS AND RELATED POST RETIREMENT HTML 43K
BENEFITS - Summary of Assumptions Used to
Determine the Net Periodic Cost (Details)
99: R86 SHAREHOLDERS? EQUITY - Narrative (Details) HTML 68K
100: R87 SHAREHOLDERS? EQUITY - Components of Accumulated HTML 53K
Other Comprehensive Loss (Details)
101: R88 SHAREHOLDERS? EQUITY - Components of Other HTML 46K
Comprehensive Income (Loss) (Details)
102: R89 LOSS PER SHARE - Summary of Loss Per Share HTML 72K
Computations (Details)
103: R90 LOSS PER SHARE - Narrative (Details) HTML 39K
104: R91 EQUITY COMPENSATION - Narrative (Details) HTML 112K
105: R92 EQUITY COMPENSATION - Summary of Compensation HTML 40K
Expense Information Based on Fair Value of Stock
Options and RSU's (Details)
106: R93 EQUITY COMPENSATION - Summary of Weighted Average HTML 36K
Fair Value of Options Granted (Details)
107: R94 EQUITY COMPENSATION - Summary of Weighted-Average HTML 57K
Assumptions (Details)
108: R95 EQUITY COMPENSATION - Summary of Company's Stock HTML 74K
Option Activity and Related Information (Details)
109: R96 EQUITY COMPENSATION - Summary of Weighted Average HTML 86K
Exercise Prices and Contractual Lives for
Outstanding and Exercisable Stock Options
(Details)
110: R97 EQUITY COMPENSATION - Summary of Fair Value for HTML 44K
Options Granted under Employee Stock Purchase Plan
(Details)
111: R98 EQUITY COMPENSATION - Summary of RSU Activity HTML 57K
(Details)
112: R99 Fair Value (Details) HTML 51K
113: R100 SELECTED QUARTERLY FINANCIAL INFORMATION - HTML 76K
Summarizes Selected Quarterly Financial
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114: R101 SELECTED QUARTERLY FINANCIAL INFORMATION - HTML 45K
Narrative (Details)
115: R102 Legal Proceedings (Details) HTML 82K
116: R103 SEGMENTS - Summary of Segment Reporting HTML 95K
Information (Details)
117: R104 SEGMENTS - Narrative (Details) HTML 86K
118: R105 SEGMENTS - Summarizes the Company's Sales and HTML 67K
Long-Lived Assets by Geographic Regions (Details)
119: R106 SEGMENTS - Schedule of Activities with Major HTML 45K
Customers (Details)
120: R107 Divestiture Activities (Details) HTML 62K
121: R108 Schedule II - Valuation and Qualifying Accounts HTML 49K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously
Awarded Compensation to members of the Company Group. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy.
2.Administration. This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals.
3.Definitions. For purposes of this Policy, the following capitalized
terms shall have the meanings set forth below.
(a)“Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected the current period or left uncorrected in the current period (a “little r” restatement).
(b)“Board”
shall mean the Board of Directors of the Company.
(c)“Clawback Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement and with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group), all Incentive-based Compensation Received by such Executive Officer (i) on or after the Effective Date, (ii) after beginning service as an Executive Officer, (iii) while the
Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during the applicable Clawback Period.
(d)“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e)“Committee” shall mean the Compensation Committee of the
Board.
(f)“Company” shall mean Astronics Corporation, a New York corporation.
(g)“Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i)“Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(j)“Executive Officer” shall mean each individual who is or was designated as an “officer” of the Company
in accordance with 17 C.F.R. 240.16a-1(f). Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to 17 C.F.R. 229.401(b).
(k)“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not
be presented in the Company’s financial statements or included in a filing with the SEC.
(l)“Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(m)“Nasdaq” shall mean The Nasdaq Stock Market.
(n)“Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from
time to time.
(o)“Received” shall, with respect to any Incentive-based Compensation, mean actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period.
(p)“Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the issuer is required to prepare an Accounting Restatement, or (ii) the date of court, regulator or other legally authorized body directs the issuer to prepare an Accounting Restatement.
(q)“SEC” shall mean the U.S. Securities and Exchange Commission.
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4.Repayment of Erroneously Awarded Compensation.
(a)In
the event of an Accounting Restatement, the Committee shall promptly (and in all events within ninety (90) days after the Restatement Date) determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case,
the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq.
(b)The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. To the extent that the Committee determines that any method of recovery (other than repayment by the Executive Officer in a lump sum in cash or property) is appropriate, the Company shall offer to enter into a repayment agreement (in a form reasonable acceptable to the Committee) with the Executive Officer.
If the Executive Officer accepts such offer and signs the repayment agreement within thirty (30) days after such offer is extended, the Company shall countersign such repayment agreement. If the Executive Officer fails to sign the repayment agreement within thirty (30) days after such offer is extended, the Executive Officer will be required to repay the Erroneously Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously Awarded Compensation) on or prior to the date that is one hundred twenty (120) days following the Restatement Date. For the avoidance of doubt, except as set forth in Section 4(d) below, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction
of an Executive Officer’s obligations hereunder.
(c)To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company Group when due (as determined in accordance with Section 4(b) above), the Company shall, or shall cause one or more other members of the Company Group to, take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company Group for any and all expenses
reasonably incurred (including legal fees) by the Company Group in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
(d)Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 4(b) above if the following conditions are met and the Committee determines that recovery would be impracticable:
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(i)The
direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such attempts and provided such documentation to Nasdaq;
(ii)Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq,
that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or
(iii)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a)and regulations thereunder.
5.Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirement of the federal securities laws, including the disclosure required by the applicable SEC filings.
6.Indemnification
Prohibition. No member of the Company Group shall be permitted to indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether
entered into before, on or after the Effective Date).
7.Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy.
8.Effective Date. This Policy shall be effective as of the Effective Date.
9.Amendment; Termination. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal
securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s
securities are listed.
10.Other Recoupment Rights; No Additional Payments. The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after
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the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of
this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company Group.
11.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
* * *
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Exhibit
A
ASTRONICS CORPORATION
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Astronics Corporation Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges
and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company Group. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company Group to the extent required by, and in a manner permitted by, the Policy.
_________________________ Signature
_________________________ Print Name
_________________________ Date
Dates Referenced Herein and Documents Incorporated by Reference
