Alexis P. Michas
About Alexis P. Michas
Alexis P. Michas (age 67) has served as an independent director of AstroNova, Inc. since June 2022. He is Founder and Managing Partner of Juniper Investment Company, Principal of Aetolian Investors, and currently serves as non‑executive Chairman of BorgWarner Inc. and Revvity, Inc.; he also sits on funds managed by Atlantic Investment Management and the board of privately held Theragenics Corporation. He holds a BA from Harvard College and an MBA from Harvard Business School, and brings decades of board leadership, private equity investing, and transactional experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Educational Services Corporation | Non‑Executive Chairman | Until 2015 | Board leadership oversight |
| Allied Motion Technologies, Inc. (now Allient Inc.) | Director | Until July 2017 | Governance/oversight |
| Athens College U.S. Board of Trustees | Chairman | Until April 2023 | Non‑profit governance |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| BorgWarner Inc. | Non‑Executive Chairman | Current | Board leadership |
| Revvity, Inc. | Non‑Executive Chairman | Current | Board leadership |
| Atlantic Investment Management funds | Director | Current | Fund governance |
| Theragenics Corporation (private) | Director | Current | Private board oversight |
| Juniper Investment Company, LLC | Founder & Managing Partner | Current | Investment strategy/oversight |
| Aetolian Investors, LLC | Principal | Current | Commodity pool operator |
Board Governance
- Committee assignments: Audit Committee member; Human Capital & Compensation Committee member
- Financial expertise: Designated “audit committee financial expert” and financially sophisticated under NASDAQ standards
- Independence: The Board determined Michas (and all directors other than the Executive Chairman and CEO) are independent under SEC/NASDAQ rules
- Attendance: Board met 8 times in FY2025; each director attended at least 75% of Board and applicable committee meetings. Audit (5), Compensation (5), Nominating (3) committee meetings held in FY2025
- Lead Independent Director/Executive sessions: Lead Independent Director presides over executive sessions of independents at each scheduled Board meeting
- Ownership guidelines: Directors must hold ≥$200,000 in ALOT stock; all directors are in compliance
- Anti‑hedging: Hedging of company securities prohibited; clawback policy disclosed among governance highlights
Fixed Compensation
| Component | FY2025 Program Amount | Notes |
|---|---|---|
| Annual cash retainer (Board service) | $46,800 | Paid quarterly |
| Lead Independent Director fee | $11,440 | Not applicable to Michas |
| Audit Committee Chair | $11,440 | Michas is member, not chair |
| Human Capital & Compensation Chair | $9,360 | Michas is member, not chair |
| Nominating & Governance Chair | $9,360 | N/A |
| Committee member fee (each) | $4,160 | Per committee |
| Equity grant to directors (restricted stock) | $72,800 aggregate value | Granted quarterly; fully vested at issuance |
| Alexis P. Michas – FY2025 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $54,590 |
| Stock awards (grant‑date fair value) | $72,775 |
| Total | $127,365 |
Beginning in Q2 FY2026, directors agreed to receive cash fees in shares of ALOT common stock rather than cash .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity compensation | Restricted stock grants | None (no director performance metrics disclosed) | Fully vested upon issuance |
| Options (director) | Not a program element; some directors hold fully vested legacy options | N/A | Michas held no stock options as of 1/31/2025 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Significant shareholder affiliation | Juniper Targeted Opportunity Fund, L.P. beneficially owns 535,203 shares (7.1%); Juniper HF Investors II, Juniper Investment Company, Alexis P. Michas, and John A. Bartholdson share voting/dispositive power over these shares . |
| Beneficial ownership footnote | As Managing Member of Juniper HF and Juniper Investment Company, Michas may be deemed to beneficially own the 535,203 shares; he disclaims beneficial ownership for all other purposes . |
| Historical interlock context | ALOT’s Lead Independent Director (Warzala) is Chairman/CEO of Allient Inc.; Michas previously served on Allied Motion/Allient’s board until 2017 (no current interlock) . |
Expertise & Qualifications
- Private equity and public equity investment leadership; extensive transactional experience and board‑level oversight at multiple industrial and healthcare companies .
- Audit committee financial expert designation and NASDAQ financial sophistication, supporting oversight of financial reporting and internal controls .
- Governance credentials across public, private, and non‑profit boards .
Equity Ownership
| Holder | Shares & Restricted Shares | Right to Acquire ≤60 Days | Total Beneficial Ownership | % of Class | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Alexis P. Michas | 557,029 | — | 557,029 | 7.3% | Yes |
Footnote: Michas’ 557,029 shares include association with Juniper‑related holdings (535,203 shares) where he may be deemed beneficial owner; he disclaims beneficial ownership for all other purposes .
Anti‑hedging policy prohibits hedging; no disclosure on pledging, and no related‑party transactions over $120,000 reported for directors/officers in the period .
Governance Assessment
- Positives for investor confidence: Independent director with audit committee financial expert qualification; sits on Audit and Human Capital & Compensation Committees; strong attendance and structured executive sessions; robust governance policies including ownership/retention guidelines, anti‑hedging, and clawback policy; 2024 say‑on‑pay support was ~98.3% of votes cast, indicating shareholder alignment on compensation framework .
- Alignment: Material personal/associated ownership (7.3% beneficial stake) substantially exceeds director ownership guideline, aligning incentives with shareholders .
- Watch items / potential conflicts: Juniper Fund’s 7.1% stake is subject to shared control including Michas; Michas serves on the Compensation Committee while affiliated with a significant shareholder—this can be a perception risk, though the Board affirms independence under SEC/NASDAQ standards and reports no related‑party transactions over $120,000 .
- Engagement: Signature on the Human Capital & Compensation Committee report evidences active involvement; committee meeting cadence supports oversight of pay, succession, and DEI initiatives .
No delinquencies were noted for directors under Section 16(a) for FY2025; company reported certain late Forms 4 for executives, not directors .