Darius G. Nevin
About Darius G. Nevin
- Executive Chairman of AstroNova (ALOT) since July 31, 2025; served as Interim President & CEO from June 29 to August 15, 2025; director since March 28, 2025 . Age 67 with >30 years’ finance and public company board experience; former CFO of Protection One and current director at Alarm.com and Chairman at Psychemedics; prior director at WCI Communities (2013–2017) .
- Governance structure: separate CEO (Jorik Ittmann), Executive Chairman (Nevin, non‑independent), and a Lead Independent Director (Richard Warzala); non‑management directors meet in executive session at each scheduled board meeting .
- Company performance context: recent fiscal metrics shown below; 7,638,423 shares outstanding as of Oct 13, 2025 .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $142,527,000* | $148,086,000* | $151,283,000* |
| EBITDA ($USD) | $10,059,000* | $15,638,000* | $10,743,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Protection One, Inc. | Chief Financial Officer | ~9 years | Led financial turnaround culminating in successful sale |
| WCI Communities, Inc. | Director | 2013–2017 | Board service through IPO-to-sale period |
| AstroNova (ALOT) | Interim President & CEO | Jun 29–Aug 15, 2025 | Stabilized leadership during transition; resigned from Audit and Compensation committees upon appointment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Psychemedics Corporation | Chairman, Director | Since 2022 | Current Chairman |
| Alarm.com (Nasdaq: ALRM) | Director | Since 2016 | Current director |
Fixed Compensation
- Executive Chairman compensation: not disclosed in the 2025 DEF 14A (covers fiscal year ended Jan 31, 2025, before Nevin’s executive appointment). Nevin joined the board March 28, 2025 and would have been eligible for non‑employee director compensation until June 29, 2025 per the standard program; however, dollar amounts for him are not itemized for FY 2025 .
- Non‑employee director pay program (for context): cash retainer $46,800; committee chair fees $9,360–$11,440; committee member fee $4,160; annual restricted stock value $72,800; effective from 2Q FY26 directors agreed to receive cash fees in stock .
Performance Compensation
- Short‑term incentive framework (FY 2025): STIP based solely on consolidated adjusted EBITDA; threshold $19.0M, target $23.0M; actual $12.335M, so no STIP payout to NEOs for FY 2025 .
- Amended STIP for FY 2026 (metrics/weights):
- CEO/CFO/CTO: AstroNova Revenue 25%, Adjusted Operating Cash Flow 25%, Adjusted EBITDA 50%; threshold → 50% payout per goal; linear interpolation to target/superior; caps and plan-wide constraints apply .
- Aerospace SVP: segment revenue 35%, segment adjusted operating income 20%, segment adjusted operating cash flow 25%, corporate adjusted EBITDA 20% .
- Long‑term incentives (FY 2026–2028): stock‑settled performance awards; equally weighted on Cumulative Organic Revenue Growth (Threshold 20%, Target 25%, Superior 30%) and Adjusted EPS (Threshold $1.35, Target $1.60, Superior $1.85); linear interpolation; earned value translated into shares at higher of grant-date or certification-date FMV; shares fully vested upon issuance .
Selected quantitative details (company incentive structures)
| Plan | Metric | Threshold | Target | Superior |
|---|---|---|---|---|
| FY 2025 STIP (company) | Adjusted EBITDA ($) | 19,000,000 | 23,000,000 | 26,000,000 |
| FY 2025 actual | Adjusted EBITDA ($) | — | — | 12,335,000 |
| FY 2026 LTI | Cumulative Organic Revenue Growth (%) | 20 | 25 | 30 |
| FY 2026 LTI | Adjusted EPS ($) | 1.35 | 1.60 | 1.85 |
Equity Ownership & Alignment
- Group ownership: all directors and current executive officers (11 individuals) beneficially owned 975,636 shares (12.6%) as of Oct 13, 2025 .
- Nevin equity/derivatives: held no stock options as of Jan 31, 2025 (footnote states Messrs. Michas and Nevin did not hold options at that time) .
- Director ownership policy: each director must hold at least $200,000 in ALOT stock; retain ≥50% of shares acquired from equity grants/options until guideline met; all directors in compliance .
- Executive ownership guidelines: CEO 3x salary, CFO 2x, other execs 1.25x; must retain ≥50% of shares until guideline met .
- Hedging/pledging: hedging prohibited for directors and officers; no specific pledging disclosure in available documents .
Employment Terms
- Board induction/indemnification: upon election as director (Mar 28, 2025), company agreed to enter into standard Indemnification Agreement with Nevin .
- Executive Chairman-specific employment terms, severance, and change‑of‑control economics for Nevin are not disclosed in the reviewed filings. For reference, contemporaneous CEO/CFO letters include severance mechanics, Triggering Transaction payments tied to unvested RSUs (for those executives), and travel tax gross‑ups (CEO) .
Board Governance
- Roles/committees: Nevin appointed to Audit and Human Capital & Compensation Committees on Mar 28, 2025; resigned from both upon becoming Interim CEO on Jun 29, 2025; elevated to Executive Chairman on Jul 31, 2025 .
- Independence: all directors standing for election are independent except CEO (Ittmann) and Executive Chairman (Nevin) .
- Committee composition (as of Oct 13, 2025):
- Audit: Chair Quain; members Michas, Schlaeppi .
- Human Capital & Compensation: Chair Warzala; members Michas, Quain .
- Nominating & Governance: Chair Schlaeppi; members Kravetz, Quain, Warzala .
- Board process: non‑management directors hold executive sessions at each scheduled board meeting; Lead Independent Director presides .
- Attendance: board held eight meetings in FY 2025; each director then in office attended ≥75% of board/committee meetings .
- Clawback policy in place; one‑share, one‑vote; no poison pill .
Director Compensation (for directors)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (Board) | $46,800 |
| Committee chair fees | Audit $11,440; Compensation $9,360; Nominating $9,360 |
| Committee member fee | $4,160 |
| Equity | Restricted stock; annual aggregate value $72,800 (FY 2025); fully vested on grant; transfer limits until guideline met |
| Payment form | From 2Q FY26, directors elected to receive cash fees in stock |
Note: FY 2025 director compensation table lists non‑employee directors serving during FY 2025 (year ended Jan 31, 2025); Nevin joined the board after that date (Mar 28, 2025) and is not itemized in that table .
Other Directorships & Interlocks
- Current public company boards: Alarm.com (director), Psychemedics (Chairman) .
- Prior public boards: WCI Communities (2013–2017) .
- Related party transactions: none material involving officers/directors during the disclosed period .
Say-on-Pay & Shareholder Feedback
- Say‑on‑pay approval: 98.3% support at 2024 annual meeting .
- 2025 annual meeting proposals include advisory vote on executive compensation and say‑on‑frequency; meeting rescheduled to Dec 2, 2025 following leadership changes .
Investment Implications
- Alignment and incentives: 2026 STIP/LTI design emphasizes EBITDA, revenue growth, and cash flow, and adds multi‑year TSR‑like proxies (Adjusted EPS and organic growth), signaling a focus on profitable growth and balance‑sheet discipline—constructive for turnaround execution under a separate CEO with active Executive Chairman oversight .
- Governance: separation of CEO/Executive Chairman with a strong Lead Independent Director and fully independent key committees mitigates dual‑role risk from a non‑independent chair; anti‑hedging and ownership guidelines enhance alignment .
- Data gaps: Executive Chairman (Nevin) cash/equity package, severance, and CoC terms are not disclosed—monitor future 8‑Ks/proxy updates; note company‑level tax gross‑up on CEO travel reimbursements (not Nevin) as a potential shareholder‑unfriendly practice to watch .