Jorik Ittmann
About Jorik Ittmann
Jorik Ittmann, 47, is President and Chief Executive Officer of AstroNova (ALOT) and a member of the Board since August 2025; he joined ALOT in September 2024 as VP of Sales & Marketing (Product Identification) and was promoted to SVP of Product Identification in June 2025 before being appointed CEO on August 15, 2025 . Under the 2026 STIP, his annual variable pay is tied to company-level Revenue (25%), Adjusted Operating Cash Flow (25%), and Adjusted EBITDA (50%) with threshold/target/superior payout curves, aligning near-term incentives to growth and cash generation . He also received a three-year, cliff-vesting time-based RSU award ($1.5 million) vesting August 15, 2028, and stock-settled performance awards tied to multi-year metrics (Cumulative Organic Sales Growth and Adjusted EPS) for the 2026–2028 period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Health Link Solutions LLC (patient safety products) | Chief Revenue Officer | Jan 2015 – Sep 2024 | Led revenue-facing organization in healthcare-focused safety products . |
| Zebra Technologies International, LLC | VP, Healthcare North America | Jul 2012 – Jan 2014 | Senior leadership in healthcare vertical for workflow digitization/automation offerings . |
| LaserBand LLC (patient identification) | VP, Worldwide Sales; International Director of Sales Development | Nov 2004 – Jul 2012 | Senior global sales roles at LaserBand prior to its acquisition by Zebra in July 2012 . |
External Roles
| Organization/Board | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Ittmann (ALOT proxy nominee table indicates “—”) . |
Fixed Compensation
| Element | Amount/Terms | Timing/Notes |
|---|---|---|
| Base Salary | $360,000 | Per Ittmann Letter Agreement effective with CEO appointment (Aug 2025) . |
| Target Bonus % (2026 STIP) | 70% of base salary | Based on FY2026 salary actually paid; metrics and curves per STIP details below . |
| Travel Reimbursement & Tax Treatment | Reimbursement of travel between St. Louis and RI HQ; company provides tax gross-up if reimbursement is taxable | As CEO perquisites under Letter Agreement . |
Performance Compensation
Short-Term Incentive Plan (FY2026)
| Metric | Weighting | Payout Curve | Key Definitions/Notes |
|---|---|---|---|
| AstroNova Revenue | 25% | 50% at Threshold; 100% at Target; Linear to up to +100% incremental to “Superior” (no payout above Superior) | Revenue determined per GAAP . |
| AstroNova Adjusted Operating Cash Flow | 25% | Same curve (Threshold/Target/Superior) | Adjusted Operating Income plus D&A, less capex, plus WC changes; based on Q1 FY2026 release constructs . |
| AstroNova Adjusted EBITDA | 50% | Same curve (Threshold/Target/Superior) | Net income adjusted for interest, D&A, taxes, share-based comp, and committee-approved items . |
- STIP award caps: aggregate annual awards ≤15% of consolidated operating income; aggregate awards must be accounted for when testing Adjusted EBITDA goals .
Long-Term Incentive Program (FY2026–FY2028 Performance Cycle)
| Award Type | Grant/Reference Value | Performance Goals | Performance Period | Payout Mechanics |
|---|---|---|---|---|
| Stock-Settled Performance Award (June 2025) | $110,000 (reference value) | Cumulative Organic Sales Growth and Adjusted EPS (equally weighted) | Performance Year: FY ending Jan 31, 2028 | Multi-level payout based on performance vs goals . |
| Stock-Settled Performance Award (Aug 15, 2025, on CEO appointment) | $115,753 (reference value) | Same as above | Same as above | Company disclosed earned value/maximum share counts at Threshold/Target/Superior using $9.29 (6/12/25) and $11.47 (8/15/25) closing prices . |
| Time-Based RSU (Aug 15, 2025) | $1,500,000 (value-based award) | Service-based | Vests and settles Aug 15, 2028 (3-year cliff) | Pro rata vest on termination without cause prior to earlier of 3rd anniversary or Change-in-Control; further CiC/Triggering Transaction treatment below . |
Detailed share potential for Aug 15, 2025 performance award (illustrative earned value and maximum shares by level):
| Level | Earned Value | Max Shares |
|---|---|---|
| Threshold | $56,438 | 5,482 |
| Target | $112,877 | 10,965 |
| Superior | $169,315 | 16,448 |
Equity Ownership & Alignment
- Beneficial ownership: Ittmann is not listed in the Security Ownership table as of October 13, 2025 (table shows directors and NEOs as of FY2025; Ittmann joined the Board and became CEO in August 2025) .
- Anti-hedging: Company prohibits hedging by directors, officers, and employees (e.g., prepaid forwards, swaps, collars, exchange funds) .
- Director stock ownership guidelines: Each director must hold ≥$200,000 in ALOT stock within 5 years; all directors are in compliance as of FY2025 .
- Clawback policy: Governance highlights include a clawback policy .
- Pledging: No specific pledging policy disclosure identified in provided excerpts (not disclosed).
Implications: The large, three-year cliff RSU ($1.5M) and performance awards create meaningful retention and alignment; a potential August 15, 2028 supply event exists when RSUs vest .
Employment Terms
- Appointment and Pay: Letter Agreement dated August 2, 2025; CEO effective August 15, 2025; base salary $360,000; 2026 STIP target 70% of base; stock-settled performance award reference value $115,753; time-based RSU of $1,500,000 vesting August 15, 2028 .
- Severance (no CiC distribution scenario): If terminated without Cause prior to the earlier of the third anniversary or a Change-in-Control, pro-rata vesting on the time-based RSU; salary continuation for 52 weeks equal to then-applicable base, decreasing ratably so that no salary continuation is owed for terminations on/after August 15, 2028 .
- Change-in-Control/Triggering Transaction economics: If, prior to August 15, 2028, the Company sells a material portion of its business or a Change-in-Control occurs AND a dividend/distribution or other consideration is paid to shareholders (a “Triggering Transaction”), Ittmann receives a payment equal to what would have been distributable on the unvested RSUs, conditioned on his continued employment through the transaction; RSUs accelerated or paid in connection with a Triggering Transaction are excluded from any other amounts payable to him . No severance is payable if employment terminates in connection with a Change-in-Control that pays out to shareholders (with or without Cause) .
- Perquisites: Reimbursement of travel (St. Louis–RI HQ) and lodging; company provides tax gross-up for taxable reimbursements .
Board Governance and Service
- Board service: Director since August 2025; nominated among seven directors up for annual election .
- Committee roles: No committee memberships indicated for Ittmann; company’s standing committees (Audit; Human Capital & Compensation; Nominating & Governance) comprise independent directors only .
- Leadership structure: Separate CEO (Ittmann), Executive Chairman (Darius Nevin), and Lead Independent Director (Richard Warzala); independent directors hold executive sessions at each scheduled Board meeting .
- Meetings/attendance: Board held eight meetings in FY2025; each director then in office attended ≥75% of Board and committee meetings .
- Director compensation program (context for non-employee directors): Cash retainers and equity; FY2025 cash components included $46,800 Board service, with chair and committee fees; restricted stock awards aggregated $72,800 per director for FY2025 and were fully vested at grant (policy applies to non-employee directors) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay (2024): 98.3% approval of executive compensation practices .
- 2025 Board recommendation: “FOR” advisory vote on executive compensation; recommend annual (1-year) say-on-pay frequency .
Compensation Committee Oversight
- Composition and independence: Human Capital & Compensation Committee consists of independent directors; chaired by Richard S. Warzala; members include Alexis P. Michas and Mitchell I. Quain; held five meetings in FY2025 .
- Report: Committee reviewed and recommended inclusion of CD&A in the proxy .
Performance Compensation – Detailed Table (Ittmann)
| Component | Metric | Weight | Target Definition | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| STIP (FY2026) | Revenue | 25% | GAAP revenue | 50% threshold; 100% target; linear to superior (+100% incremental to cap) | Annual cash, post-FY close . |
| STIP (FY2026) | Adjusted Operating Cash Flow | 25% | Adjusted op income ± D&A, capex, and WC per Q1 FY26 basis | Same as above | Same as above . |
| STIP (FY2026) | Adjusted EBITDA | 50% | Net income adjusted for interest, D&A, taxes, SBC, committee items | Same as above | Same as above . |
| LTI (June 2025 Stock-Settled PA) | Cumulative Organic Sales Growth | 50% of LTI | Multi-year | Performance-based stock settlement | Performance Year FY2028 . |
| LTI (June 2025 Stock-Settled PA) | Adjusted EPS | 50% of LTI | Multi-year | Performance-based stock settlement | Performance Year FY2028 . |
| LTI (Aug 15, 2025 Stock-Settled PA) | Same metrics, same weights | — | Same terms | Earned value/maximum shares disclosed by level (see table above) | Performance Year FY2028 . |
| Time-Based RSU (Aug 15, 2025) | Service | — | — | — | Vests Aug 15, 2028; pro-rata vest if terminated without cause pre-3rd anniversary/CiC; CiC distribution mechanism for unvested units . |
Risk Indicators & Red Flags
- Mid-year STIP amendments for FY2026 shifted metrics to include revenue and cash flow alongside Adjusted EBITDA; FY2025 STIP paid zero to NEOs given below-threshold EBITDA, indicating tighter pay-for-performance in the prior year, but future ease/difficulty of FY2026 targets is not disclosed .
- Tax gross-up on travel-related reimbursements for the CEO is shareholder-unfriendly and may draw governance scrutiny .
- Change-in-Control “Triggering Transaction” payment on unvested RSUs could incentivize transaction outcomes distributing consideration to shareholders (alignment or perceived sale incentive); however, no severance is payable in such a CiC, partially offsetting parachute optics .
- Anti-hedging policy reduces misalignment risk; no pledging disclosure identified .
Equity Ownership & Beneficial Ownership Table Context
| Item | Disclosure |
|---|---|
| Shares outstanding at Oct 13, 2025 | 7,638,423 . |
| Ittmann beneficial ownership | Not listed in table as of Oct 13, 2025; he joined as CEO/Director in Aug 2025 . |
Board Governance – Committee Memberships (Context)
| Committee | Members (all independent) |
|---|---|
| Audit | Mitchell I. Quain (Chair), Alexis P. Michas, Yvonne E. Schlaeppi . |
| Human Capital & Compensation | Richard S. Warzala (Chair), Alexis P. Michas, Mitchell I. Quain . |
| Nominating & Governance | Yvonne E. Schlaeppi (Chair), Mitchell I. Quain, Richard S. Warzala, Shawn Kravetz . |
Investment Implications
- Strong retention equity and alignment: A $1.5M 3-year cliff RSU and multi-year performance awards concentrated in FY2026–FY2028 create retention and stock-aligned incentives; an August 2028 vesting “supply” event could be a trading consideration .
- STIP leverages growth and cash: FY2026 weights emphasize Adjusted EBITDA and cash flow, indicating near-term focus on profitability and liquidity while still rewarding top-line growth .
- Transaction incentive nuance: The CiC “Triggering Transaction” provision effectively monetizes unvested RSUs upon a shareholder distribution event, signaling openness to strategic alternatives; the absence of CiC severance moderates parachute optics but still creates sale-tied incentives .
- Governance mitigants to dual role: Ittmann serves as CEO and director, but an Executive Chairman and Lead Independent Director structure, independent committees, and regular executive sessions reduce independence concerns and support oversight credibility .
- Shareholder stance: Prior say-on-pay support (98.3% in 2024) and an annual SOP cadence suggest a receptive investor base but FY2026 plan amendments and tax gross-up could become focal points in future engagement .