Form 4: Astronics Corp Executive James Mulato Reports Changes in Beneficial Ownership
SEC Form 4
James Mulato, a Pres of Astronics Test Systems, filed a Form 4 detailing changes in his beneficial ownership of Astronics Corp stock, including the acquisition of restricted stock units.
Summary
- James Mulato, President of Astronics Test Systems, reported changes in his beneficial ownership of Astronics Corp securities.
- The report includes the acquisition of 17,700 restricted stock units (RSUs) on February 27, 2025.
- These RSUs vest based on Astronics Corp's average annual adjusted EBITDA between January 1, 2025, and December 31, 2027.
- The vesting percentage, which can range from 50% to 150% of the target number of units, will be determined based on actual performance and will occur on February 27, 2028.
- Mulato also directly owns 36,166.822 shares of $.01 PV Com Stk and 1,195 shares of $.01 PV CL B STK.
- His spouse indirectly owns 100 shares of $.01 PV Com Stk and 32 shares of $.01 PV CL B STK.
- Mulato also holds options to purchase shares of common stock and Class B stock at various exercise prices and expiration dates.
Sentiment
Score: 6
Explanation: The sentiment is neutral. This is a standard regulatory filing detailing changes in beneficial ownership. The vesting of RSUs based on EBITDA suggests a performance-oriented approach, which is mildly positive.
Positives
- The acquisition of restricted stock units aligns Mulato's interests with the company's performance, as vesting is tied to EBITDA targets.
Risks
- The actual number of RSUs that vest depends on the company's future financial performance, which is subject to various economic and business risks.
Future Outlook
The vesting of the restricted stock units is dependent on the future financial performance of Astronics Corp, specifically its average annual adjusted EBITDA over the performance periods.
Industry Context
Form 4 filings are a routine part of executive compensation and provide transparency into the alignment of management's interests with those of shareholders. The use of EBITDA-based vesting is a common practice to incentivize performance.
Comparison to Industry Standards
- EBITDA-linked vesting schedules are common in executive compensation packages across various industries, including aerospace and defense, where Astronics operates.
- Companies like HEICO Corporation and TransDigm Group also utilize performance-based equity awards to align executive compensation with shareholder value creation.
- The specific EBITDA targets and vesting percentages would need to be compared to peer companies to assess the competitiveness and rigor of Astronics' compensation plan.
Stakeholder Impact
- The vesting of restricted stock units based on EBITDA performance can incentivize management to improve the company's financial results, potentially benefiting shareholders.
- Employees may be indirectly impacted as the company's overall performance affects the vesting of executive compensation.
Key Dates
| Date | Description |
|---|---|
| 12/11/2015 | Date of grant for some options with an exercise price of $30.83 and an expiration date of 12/11/2024 |
| 12/03/2016 | Date of grant for some options with an exercise price of $27.72 and an expiration date of 12/03/2025 |
| 12/14/2017 | Date of grant for some options with an exercise price of $31.76 and an expiration date of 12/14/2026 |
| 12/12/2018 | Date of grant for some options with an exercise price of $35.61 and an expiration date of 12/12/2027 |
| 12/13/2019 | Date of grant for some options with an exercise price of $31.57 and an expiration date of 12/13/2028 |
| 12/09/2020 | Date of grant for some options with an exercise price of $30.04 and an expiration date of 12/09/2029 |
| 01/22/2022 | Date of grant for some options with an exercise price of $14.45 and an expiration date of 01/22/2031 |
| 01/01/2022 | Start date for the period used to calculate Astronics Corp.'s average annual adjusted EBITDA for the vesting of some restricted stock units. |
| 12/09/2022 | Date of grant for some options with an exercise price of $11.13 and an expiration date of 12/09/2031 |
| 01/01/2023 | Start date for the period used to calculate Astronics Corp.'s average annual adjusted EBITDA for the vesting of some restricted stock units. |
| 12/16/2023 | Date of grant for some options with an exercise price of $9.74 and an expiration date of 12/16/2032 |
| 01/01/2024 | Start date for the period used to calculate Astronics Corp.'s average annual adjusted EBITDA for the vesting of some restricted stock units. |
| 12/07/2024 | Date of grant for some options with an exercise price of $15.15 and an expiration date of 12/07/2033 |
| 02/24/2025 | Potential vesting date for some restricted stock units based on EBITDA performance from January 1, 2022 to December 31, 2024. |
| 01/01/2025 | Start date for the period used to calculate Astronics Corp.'s average annual adjusted EBITDA for the vesting of some restricted stock units. |
| 02/27/2025 | Date of the reported transaction: acquisition of 17,700 restricted stock units. |
| 02/23/2026 | Potential vesting date for some restricted stock units based on EBITDA performance from January 1, 2023 to December 31, 2025. |
| 12/31/2027 | End date for the period used to calculate Astronics Corp.'s average annual adjusted EBITDA for the vesting of some restricted stock units. |
| 02/27/2028 | Potential vesting date for the 17,700 restricted stock units acquired on February 27, 2025, based on EBITDA performance from January 1, 2025 to December 31, 2027. |
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