Form 4: Astronics Corp Executive VP Mark Peabody Reports Changes in Beneficial Ownership
SEC Form 4
Mark Peabody, Executive VP & President-Aerospace at Astronics Corp, reports changes in beneficial ownership of company stock and derivative securities due to a sale, gifts, and vesting conditions related to EBITDA performance.
Summary
- Mark Peabody, an Executive VP at Astronics Corp, filed a Form 4 detailing changes in his beneficial ownership of Astronics Corp stock.
- On December 23, 2024, he sold 511.12 shares at $15.75 per share.
- He gifted 2,000 Class B shares on January 10, 2024, and 4,500 Class B shares on March 10, 2025, to his children for tax planning purposes.
- The report also details Peabody's ownership of various stock options and restricted stock units (RSUs).
- Vesting of the RSUs is contingent upon Astronics Corp's average annual adjusted EBITDA performance over different periods.
- The number of shares that vest can range from 50% to 150% of the target number, depending on the actual EBITDA performance.
Sentiment
Score: 6
Explanation: The sentiment is neutral. The document primarily reports transactions and holdings, with no explicit positive or negative commentary. The sale of shares is a slightly negative signal, but the continued holding of a significant number of shares and options is a positive sign.
Positives
- The executive's continued holding of a significant number of shares and options indicates confidence in the company's long-term prospects.
- The vesting of restricted stock units being tied to EBITDA performance aligns executive compensation with company profitability.
Negatives
- The sale of shares by the executive could be interpreted negatively by some investors, although the quantity is relatively small.
- The vesting of RSUs being dependent on EBITDA performance introduces uncertainty regarding the actual number of shares that will vest.
Risks
- Failure to meet the EBITDA targets could result in fewer restricted stock units vesting, potentially impacting executive compensation and motivation.
- Market conditions and company performance could affect the value of the shares and options held by the executive.
Future Outlook
The vesting of restricted stock units is dependent on the company's future EBITDA performance, which will determine the actual number of shares that vest on the specified dates.
Industry Context
Executive stock transactions are common in publicly traded companies and are closely monitored by investors for insights into management's confidence in the company's prospects. The use of EBITDA-linked vesting is a common practice to align executive compensation with company performance.
Comparison to Industry Standards
- Companies like TransDigm Group and HEICO Corporation, which also operate in the aerospace industry, often use similar performance-based compensation structures, including stock options and restricted stock units tied to financial metrics.
- Executive compensation packages in the aerospace industry typically include a mix of base salary, bonus, stock options, and restricted stock units, with a significant portion tied to performance metrics such as revenue growth, profitability, and return on invested capital.
Stakeholder Impact
- Shareholders may be interested in the executive's transactions and holdings as an indicator of management's confidence in the company.
- Employees may be affected by the company's EBITDA performance, as it impacts the vesting of executive restricted stock units.
Key Dates
| Date | Description |
|---|---|
| 12/03/2016 | Date of option grant with exercise price of $27.72 and expiration date of 12/03/2025 |
| 12/14/2017 | Date of option grant with exercise price of $31.76 and expiration date of 12/14/2026 |
| 12/12/2018 | Date of option grant with exercise price of $35.61 and expiration date of 12/12/2027 |
| 12/13/2019 | Date of option grant with exercise price of $31.57 and expiration date of 12/13/2028 |
| 12/09/2020 | Date of option grant with exercise price of $30.04 and expiration date of 12/09/2029 |
| 01/22/2022 | Date of option grant with exercise price of $14.45 and expiration date of 01/22/2031 |
| 1/1/2022-12/31/2024 | Period for determining average annual adjusted EBITDA for vesting of 11,800 restricted stock units |
| 12/09/2022 | Date of option grant with exercise price of $11.13 and expiration date of 12/09/2031 |
| 12/16/2023 | Date of option grant with exercise price of $9.74 and expiration date of 12/16/2032 |
| 1/1/2023-12/31/2025 | Period for determining average annual adjusted EBITDA for vesting of 10,850 restricted stock units |
| 12/07/2024 | Date of option grant with exercise price of $15.15 and expiration date of 12/07/2033 |
| 12/23/2024 | Date of sale of 511.12 shares at $15.75 per share. |
| 1/1/2024-12/31/2026 | Period for determining average annual adjusted EBITDA for vesting of 15,900 restricted stock units |
| 01/10/2024 | Date of gift of 2,000 Class B shares. |
| 1/1/2025-12/31/2027 | Period for determining average annual adjusted EBITDA for vesting of 15,150 restricted stock units |
| 03/10/2025 | Date of gift of 4,500 Class B shares. |
| 03/11/2025 | Date of filing of the Form 4. |
| 02/24/2025 | Potential vesting date for 11,800 restricted stock units, depending on EBITDA performance. |
| 02/23/2026 | Potential vesting date for 10,850 restricted stock units, depending on EBITDA performance. |
| 02/22/2027 | Potential vesting date for 15,900 restricted stock units, depending on EBITDA performance. |
| 02/27/2028 | Potential vesting date for 15,150 restricted stock units, depending on EBITDA performance. |
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