Mitchell I. Quain
About Mitchell I. Quain
Mitchell I. Quain (age 73) is an independent director of AstroNova (ALOT) who has served on the Board since August 2011. He chairs the Audit Committee, is a member of the Human Capital & Compensation and Nominating & Governance Committees, is designated an “audit committee financial expert,” and holds a B.S. from the University of Pennsylvania and an M.B.A. from Harvard University . The Board classifies him as independent under Nasdaq/SEC standards; during FY2025 the Board met 8 times and each director then in office attended at least 75% of Board/committee meetings .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| American Securities, Inc. | Executive Council | Since Jan 2020 | Private equity executive oversight; capital allocation perspective |
| The Carlyle Group | Senior Advisor | Dec 2011–Dec 2019 | Strategic investing/advisory experience |
| One Equity Partners | Partner | Jan 2010–Dec 2011 | Private investment deal experience |
| ACI Capital Corp. | Senior Director | 2006–2009 | PE portfolio oversight |
| Register.com, Inc. | Chairman | 2002–2005 | Public company board leadership |
| ABN AMRO (and predecessors) | Vice Chairman of Investment Banking (various capacities) | 1997–2001 | Corporate finance, M&A |
External Roles
| Category | Company | Role | Status/Source |
|---|---|---|---|
| Current public company boards (as of Oct 13, 2025 record date) | — | — | ALOT nominee summary lists none (“—”) |
| Prior/current at 2024 disclosure | Kensington Capital Acquisition Corp. V | Director | Listed as serving in 2024 proxy (status as of May 2, 2024) |
| Prior/current at 2024 disclosure | Star Equity Holdings | Director | Listed as serving in 2024 proxy (status as of May 2, 2024) |
| Prior/current at 2024 disclosure | Williams Industrial Services | Director | Listed as serving in 2024 proxy (status as of May 2, 2024) |
| Historical prior boards (selected) | RBC Bearings; HEICO; Titan International; Xerium; Hardinge; Jason Industries; Mechanical Dynamics; MagneTek; DeCrane Aircraft; Register.com; Kensington SPACs I–II | Director | Historical roles per biography |
Implication: As of the 2025 proxy, ALOT discloses no concurrent public boards for Quain, reducing interlock/conflict risk; earlier 2024 disclosure showed multiple outside boards that may have since concluded .
Board Governance
- Independence: Board determined Quain is independent; only CEO (Ittmann) and Executive Chairman (Nevin) are non-independent .
- Attendance: FY2025 Board held 8 meetings; all directors then in office attended at least 75% of Board and committee meetings .
- Executive sessions: Non-management directors meet in executive session at each scheduled Board meeting (at least quarterly) .
- Lead Independent Director: Richard S. Warzala serves as Lead Independent Director .
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit Committee | Member | Yes (Chair) | Committee met 5× in FY2025; Quain is an “audit committee financial expert” . |
| Human Capital & Compensation Committee | Member | No | Committee met 5× in FY2025; all members independent . |
| Nominating & Governance Committee | Member | No | Committee met 3× in FY2025; oversees Board evaluations and independence standards . |
Fixed Compensation
| Fiscal Year (ended Jan 31) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2025 | 65,920 | 72,775 | 138,695 |
| 2024 | 64,000 | 69,982 | 133,982 |
Director program details and signals:
- Annual cash: Board retainer $46,800; Audit Chair $11,440; HCC Chair $9,360; N&G Chair $9,360; Committee member $4,160; Lead Independent Director $11,440 (FY2025 schedule) .
- Equity: Quarterly restricted stock awards; FY2025 aggregate director equity value $72,800; grants fully vested at issuance but subject to ownership/transfer limits until guideline compliance .
- Alignment shift: Beginning in Q2 FY2026, directors agreed to receive cash fees in the form of company stock, increasing at‑risk alignment .
Performance Compensation
- ALOT does not grant performance-conditioned equity to non-employee directors; director stock grants vest at issuance (subject to ownership/transfer policies). No performance metrics apply to director pay .
- Performance-conditioned director awards: None disclosed .
Other Directorships & Interlocks
- Current other public company boards: None disclosed for Quain in 2025 nominee matrix (“—”) .
- Compensation Committee interlocks: None. During FY2025, Quain (with Michas and Warzala) served on HCC; no HCC member has ever been an ALOT officer/employee, and no executive officer interlocks were disclosed .
Expertise & Qualifications
- Designated Audit Committee “financial expert” and financially sophisticated under Nasdaq standards .
- Core credentials: decades in private equity and small/micro-cap boards, capital allocation, strategy; UPenn bachelor’s and Harvard MBA .
Equity Ownership
| As of Oct 13, 2025 | Shares & Restricted Shares | Options/RSUs Right to Acquire within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Mitchell I. Quain | 117,776 | 15,000 | 132,766 | 1.7% |
Additional alignment policies:
- Director stock ownership guideline: minimum $200,000; all directors are in compliance. Directors must retain at least 50% of shares acquired until guideline met .
- Anti-hedging: Directors are prohibited from hedging ALOT securities (e.g., swaps, collars) .
- Pledging: No pledging disclosures specific to directors were provided (not disclosed) .
Governance Assessment
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Strengths:
- Independence and workload balance: Quain is independent, chairs Audit, and sits on HCC and N&G; Board maintains executive sessions and independent committee structures .
- Financial oversight: Audit Chair and SEC-designated “financial expert” status provide strong financial reporting oversight .
- Pay alignment: Mix of cash and equity; fully vested equity is tempered by transfer restrictions and ownership guidelines; move to stock in lieu of cash fees (from Q2 FY2026) further aligns incentives .
- Shareholder sentiment: Say-on-pay approval 98.3% in 2024 indicates broad investor support for compensation practices .
- Conflicts: No related-party transactions over $120,000 involving directors/officers during the covered period .
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Watch items / potential red flags:
- Fully vested director equity on grant can reduce retention/long-term performance linkage versus RSUs with vesting; mitigated by ownership/transfer restrictions .
- Committee load concentration: Quain chairs Audit and serves on two other committees; while common for smaller boards, monitor for bandwidth as ALOT executes restructuring .
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Attendance/engagement: All directors then in office met ≥75% attendance in FY2025; Board held 8 meetings, with committee activity documented (5 Audit; 5 HCC; 3 N&G) supporting engagement .
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Interlocks/conflicts: No HCC interlocks; 2025 matrix shows no concurrent public company boards for Quain, reducing interlock risk (note 2024 proxy listed outside boards at that time) .