Shawn Kravetz
About Shawn Kravetz
Shawn W. Kravetz (age 55) was appointed an independent director of AstroNova on August 21, 2025, pursuant to a Cooperation Agreement with Askeladden Capital Management and Samir Patel; he is President and Chief Investment Officer of Esplanade Capital LLC (founded in 1999), and previously served as a principal at The Parthenon Group and Director of Strategic Planning & Corporate Development at CML Group, Inc. He holds a BA in Economics from Harvard College and an MBA from Harvard Business School . The Board has determined he is independent under SEC and NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Parthenon Group | Principal | Not disclosed in ALOT proxy | Strategy background noted in director bio |
| CML Group, Inc. | Director of Strategic Planning & Corporate Development | Not disclosed in ALOT proxy | Corporate development experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Esplanade Capital LLC | President & Chief Investment Officer (founder) | Since 1999 | Investment management and capital allocation expertise |
| Spruce Power Holding Corp. | Director | Since June 2025 | Board service; committee membership not disclosed in ALOT proxy |
| Nevada Gold & Casinos, Inc. | Director (former) | Oct 2016–2019 | Board service; company acquired in 2019 |
Board Governance
| Item | Details |
|---|---|
| Board independence determination | Independent (all directors except Executive Chairman Darius Nevin and CEO Jorik Ittmann are independent) |
| Committee assignments | Nominating & Governance Committee member (not Chair) |
| Other committees | Not listed on Audit or Human Capital & Compensation Committees |
| Lead Independent Director | Richard S. Warzala serves as Lead Independent Director |
| Executive sessions | Non-management directors meet in executive session at each scheduled Board meeting (at least quarterly) |
| Attendance | FY2025: Board held 8 meetings; each then-serving director attended ≥75% of Board/committee meetings (Kravetz joined in Aug 2025; individual FY2026 attendance not yet disclosed) |
| Appointment context | Appointed under a Cooperation Agreement with Askeladden; standstill through day after 2026 annual meeting; company reimbursed Askeladden parties’ documented expenses |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board cash retainer | $46,800 | Paid quarterly; from Q2 FY2026, directors agreed to take cash fees in shares |
| Committee member fee (non-chair) | $4,160 | Per committee; paid quarterly; relevant to his Nominating & Governance membership |
| Committee chair fees | Audit: $11,440; HCCC: $9,360; N&G: $9,360 | Not applicable to Kravetz (not a chair) |
| Lead Independent Director fee | $11,440 | Not applicable to Kravetz |
| Annual equity (restricted stock) | $72,800 aggregate value for FY2025 | Granted each quarterly meeting; fully vested at grant; new directors receive pro-rata grant to next annual meeting |
Note: Beginning in Q2 FY2026, directors agreed to receive their cash fees in the form of common stock, increasing equity alignment .
Performance Compensation
| Performance Metric | Applies to Non-Employee Directors? | Details |
|---|---|---|
| Any performance-based metrics (e.g., revenue, EBITDA, TSR) | No | Director equity under the Director Compensation Program consists of restricted stock that is fully vested at grant; no director performance metrics are used |
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure |
|---|---|---|---|
| Spruce Power Holding Corp. | Public | Director | Since June 2025 |
| Nevada Gold & Casinos, Inc. | Public (during service) | Director (former) | Oct 2016–2019 |
- Compensation Committee interlocks: None reported; no ALOT executive serves on another company’s board where a reciprocal interlock exists .
- 5% holders on ALOT board: Alexis P. Michas (director) is affiliated with Juniper Investment Company; Juniper entities reported 7.1% ownership (separate from Kravetz) .
Expertise & Qualifications
- Investment management (President & CIO, Esplanade Capital) and capital allocation expertise .
- Strategic consulting and corporate development (Parthenon Group; CML Group) .
- Public board experience (Spruce Power; Nevada Gold & Casinos) .
- Education: BA Economics, Harvard College; MBA, Harvard Business School .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 2,318 shares |
| Percent of shares outstanding | <1% (asterisked in proxy) |
| Rights to acquire within 60 days | 0 (no options/RSUs indicated within 60 days) |
| Director stock ownership guideline | Minimum $200,000 in ALOT stock; 5 years from initial election to comply; retain ≥50% of shares from awards/exercises until in compliance |
| Compliance status | Company states all directors are in compliance with the policy (including ramp period framework) |
| Shares pledged as collateral | Not disclosed in proxy; anti-hedging policy prohibits hedging by directors |
Governance Assessment
- Board role and independence: Kravetz strengthens independent oversight as a member of the Nominating & Governance Committee, which oversees board composition, independence determinations, and board/committee evaluations; he is not on Audit or Compensation, so direct influence on pay and financial oversight is limited at present .
- Ownership alignment: He currently reports 2,318 shares (<1%); company policy requires $200,000 ownership within 5 years and indicates all directors are in compliance (implies he is on track via the ramp and the shift of cash fees into stock beginning Q2 FY2026) .
- Related-party/conflict check: Company reports no related-party transactions >$120,000 involving officers/directors during the period covered; Compensation Committee reported no interlocks .
- Appointment signal: Added via Cooperation Agreement with a 9.4% holder group (Askeladden); standstill through 2026 annual meeting suggests constructive activist engagement and board refresh, while reimbursement of activist expenses is customary but should be monitored (post-standstill dynamics) .
- Shareholder voice: Say-on-pay received ~98.3% support at the 2024 annual meeting, indicating strong shareholder alignment with compensation practices during that period .
RED FLAGS / WATCH ITEMS
- Activism dynamics: Appointment via Cooperation Agreement reflects shareholder pressure; monitor post-2026 standstill and any shifts in board composition or strategy .
- Ownership build: While policy compliance is stated, his current beneficial stake is modest; watch pace of ownership accumulation toward the $200,000 guideline (cash fees now taken in stock should assist) .