Form 4: Astronics Corp Executive James S. Kramer Reports Changes in Beneficial Ownership
SEC Form 4
James S. Kramer, VP of Luminescent Systems, Inc., reports acquisition and disposal of Astronics Corp stock and derivative securities.
Summary
- James S. Kramer, VP of Luminescent Systems, Inc., filed a Form 4 detailing changes in his beneficial ownership of Astronics Corp [ATRO] securities.
- On May 10, 2024, Kramer acquired 224 shares of common stock as a bonus for Q1 2024, paid in shares instead of cash.
- Also on May 10, 2024, 81 shares were withheld to satisfy tax obligations related to the bonus.
- On May 13, 2024, Kramer acquired 129.557 shares through the issuer's 401(k) plan at a price of $18.89 per share.
- Kramer directly owns 35,367.433 shares of $.01 PV Com Stk and 123,342 shares of $.01 PV CL B STK.
- Kramer indirectly owns 35,555 shares of $.01 PV Com Stk and 279,758 shares of $.01 PV CL B STK through his estate executor role.
- The filing also details Kramer's ownership of various stock options and restricted stock units (RSUs) with different exercise prices, expiration dates, and vesting schedules.
- Vesting of several RSU grants depends on Astronics Corp's average annual adjusted EBITDA for specific periods.
Sentiment
Score: 6
Explanation: The sentiment is neutral. It's a routine filing detailing stock transactions. The bonus award is a positive sign, but the tax withholding is a minor negative. The reliance on EBITDA for RSU vesting introduces both opportunity and risk.
Positives
- The acquisition of shares as a bonus indicates confidence in the company's performance.
- Continued investment through the 401(k) plan shows a long-term commitment to the company.
Negatives
- The withholding of shares for taxes reduces the overall increase in beneficial ownership.
Risks
- The vesting of RSUs being tied to EBITDA performance creates a risk if the company fails to meet its targets.
- Fluctuations in the stock price could impact the value of the owned shares and options.
Future Outlook
The vesting of restricted stock units is contingent upon the company's future EBITDA performance, indicating a focus on achieving specific financial targets.
Industry Context
Executive stock ownership and incentive plans are common in publicly traded companies to align management's interests with those of shareholders. The use of EBITDA-linked vesting is a typical performance-based compensation strategy.
Comparison to Industry Standards
- Many companies in the aerospace and defense industry, such as Boeing, Lockheed Martin, and Raytheon Technologies, utilize similar equity-based compensation plans for their executives.
- These plans often include stock options, restricted stock units, and performance-based bonuses tied to metrics like revenue growth, profitability, and return on invested capital.
- The specific vesting schedules and performance targets vary depending on the company's size, strategic goals, and industry dynamics.
Stakeholder Impact
- The stock bonus award and 401(k) contribution could positively impact employee morale.
- Shareholders may view the increased stock ownership as a sign of management's confidence in the company.
- The EBITDA-linked vesting of RSUs aligns management's interests with shareholder value creation.
Key Dates
| Date | Description |
|---|---|
| 12/11/2014 | Date of option grant with exercise price $28.45 for $.01 PV Com Stk and $.01 PV CL B STK |
| 12/03/2016 | Date of option grant with exercise price $27.72 for $.01 PV Com Stk and $.01 PV CL B STK |
| 12/14/2017 | Date of option grant with exercise price $31.76 for $.01 PV CL B STK and $.01 PV Com Stk |
| 12/12/2018 | Date of option grant with exercise price $35.61 for $.01 PV Com Stk and $.01 PV CL B STK |
| 12/13/2019 | Date of option grant with exercise price $31.57 for $.01 PV Com Stk |
| 12/09/2020 | Date of option grant with exercise price $30.04 for $.01 PV Com Stk |
| 01/01/2021 | Start date for EBITDA performance period related to RSU vesting |
| 01/01/2022 | Start date for EBITDA performance period related to RSU vesting |
| 01/22/2022 | Date of option grant with exercise price $14.45 for $.01 PV Com Stk |
| 12/09/2022 | Date of option grant with exercise price $11.13 for $.01 PV Com Stk |
| 01/01/2023 | Start date for EBITDA performance period related to RSU vesting |
| 12/16/2023 | Date of option grant with exercise price $9.74 for $.01 PV Com Stk |
| 12/31/2023 | End date for EBITDA performance period related to RSU vesting |
| 01/01/2024 | Start date for EBITDA performance period related to RSU vesting |
| 05/10/2024 | Date of stock bonus award and tax withholding. |
| 05/13/2024 | Date of issuer's contribution to 401(k) plan. |
| 02/24/2025 | Potential vesting date for RSUs based on EBITDA performance. |
| 01/01/2025 | Start date for EBITDA performance period related to RSU vesting |
| 02/23/2026 | Potential vesting date for RSUs based on EBITDA performance. |
| 01/01/2026 | Start date for EBITDA performance period related to RSU vesting |
| 02/22/2027 | Potential vesting date for RSUs based on EBITDA performance. |
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