Thomas D. DeByle
About Thomas D. DeByle
Thomas D. DeByle, 65, is Vice President, Chief Financial Officer and Treasurer of AstroNova (ALOT), appointed effective June 17, 2024. He holds an MBA from Marquette University and a BBA in Accounting from St. Norbert College, and previously served as CFO at Standex International (2008–2019), NN, Inc. (2019–2021), and Plastic Industries (2021–2022). Company performance context during his tenure includes FY2025 revenue of $151.3M, adjusted EBITDA of $12.335M (below the STIP threshold), net income of $(14.489)M, and cumulative TSR trajectory of −4% (FY2023), +28% (FY2024), −16% (FY2025), all of which informed incentive plan design and outcomes. He also currently serves on the boards of Chase Corporation and Good Foods Group, LLC (per 2025 proxy).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AstroNova (ALOT) | VP, CFO & Treasurer | Jun 17, 2024–present | Public-company CFO overseeing capital allocation, controls, and incentive redesign amidst restructuring; participant in 2026 STIP/LTIP reset. |
| Plastic Industries | Chief Financial Officer | Oct 2021–Aug 2022 | Led finance through sale of the business to Altium Packaging. |
| NN, Inc. | SVP & Chief Financial Officer | Sep 2019–Jun 2021 | CFO of global precision component manufacturer (machining, stamping, plating). |
| Standex International | VP, CFO & Treasurer | Mar 2008–Sep 2019 | CFO of diversified industrial manufacturer across multiple segments. |
| Consulting | Business consultant | Aug 2022–Jun 2024 | Senior finance advisory between operating CFO roles. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Good Foods Group, LLC | Director | Current (as of Oct 13, 2025) | Private company board. |
| Chase Corporation | Director | Current (as of Oct 13, 2025) | Board service noted in 2025 proxy; earlier 8-K indicated prior board service until 2023—proxy is more recent. |
Fixed Compensation
| Component | At hire (Offer letter signed May 31, 2024) | Current terms (Executive Letter Agreement effective Aug 15, 2025) | Notes |
|---|---|---|---|
| Base salary | $330,000 | $425,000 | Salary increase implemented with new executive leadership team. |
| STIP target (annual bonus) | 45% of base (max 90%); first-year prorated | 70% of base for FY2026 | FY2026 STIP target % set at 70% for CFO; metrics shifted to revenue, adjusted op cash flow, adjusted EBITDA. |
| LTIP opportunity | Annual LTIP grants at 75% of base | LTIP reconstituted into stock-settled performance awards plus time-based RSUs (see below) | Offer letter outlined LTIP; 2025 proxy details new LTIP design and grants. |
Performance Compensation
Short-Term Incentive (STIP)
- FY2025 outcome (legacy plan for ALOT overall):
- Single metric: Adjusted EBITDA; Threshold $19.0M; Target $23.0M; Enhanced $26.0M; Actual $12.335M; payout 0% for NEOs. DeByle’s first-year eligibility was prorated per offer letter.
| Metric | Threshold ($) | Target ($) | Enhanced Target ($) | Actual ($) | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (FY2025) | 19,000,000 | 23,000,000 | 26,000,000 | 12,335,000 | 0% |
- FY2026 design (amended STIP):
- CFO target award: 70% of base salary. Weightings: Revenue 25%, Adjusted Operating Cash Flow 25%, Adjusted EBITDA 50%. Payout curve: 50% at threshold; 100% at target; linear interpolation; up to +100% incremental to “superior” level; aggregate awards capped at 15% of consolidated operating income.
| Participant | Revenue | Adjusted Operating Cash Flow | Adjusted EBITDA | Target Award % of Salary |
|---|---|---|---|---|
| Thomas D. DeByle (FY2026) | 25% | 25% | 50% | 70% |
Definitions for FY2026 STIP metrics (Adjusted EBITDA, Adjusted Operating Cash Flow) align to GAAP with specified adjustments, consistent with Q1 FY2026 earnings release methodology.
Long-Term Incentives (LTI)
- LTIP (FY2026–FY2028) core metrics and targets (stock‑settled performance awards): equally weighted Cumulative Organic Revenue Growth and Adjusted EPS with threshold/target/superior levels below; shares issued equal Earned Value divided by higher of grant-date or certification-date share price; shares vest upon issuance.
| Performance Goal | Threshold | Target | Superior |
|---|---|---|---|
| Cumulative Organic Revenue Growth | 20% | 25% | 30% |
| Adjusted EPS | $1.35 | $1.60 | $1.85 |
- DeByle LTIP awards and vesting:
| Grant date | Award type | Reference value | Shares at Threshold | Shares at Target | Shares at Superior | Vesting/Settlement |
|---|---|---|---|---|---|---|
| Jun 2025 | Stock‑settled performance award (FY2026–FY2028) | $247,500 | Determined at end of Performance Year based on goals | Determined at end of Performance Year based on goals | Determined at end of Performance Year based on goals | Fully vested upon issuance (per mechanics). |
| Aug 15, 2025 | Stock‑settled performance award (same goals/period) | $82,185 | 8,451 | 16,902 | 25,354 | Fully vested upon issuance (per mechanics). |
| Aug 15, 2025 | Time‑based RSUs | $1,000,000 | — | — | — | Cliff vests/settles Aug 15, 2028. |
- Clawback: Company highlights the existence of a Clawback Policy within corporate governance framework.
Equity Ownership & Alignment
- Stock ownership guidelines (executives): CEO 3x base salary; CFO 2x base salary; other executives 1.25x; five-year compliance window from appointment; retain at least 50% of net shares from option exercises/RSU vesting until guideline met. For DeByle (appointed June 17, 2024), guideline compliance due by June 17, 2029.
- Anti-hedging policy: Hedging transactions (e.g., collars, swaps, prepaid forwards, exchange funds) are prohibited for directors, officers, and employees.
- Pledging: No explicit anti‑pledging policy disclosure in the proxy (anti‑hedging is disclosed).
- Section 16 compliance: No delinquent filings cited for DeByle for FY2025.
Employment Terms
| Term | Key provisions |
|---|---|
| Employment/Start | Appointed CFO effective June 17, 2024; at‑will employment; must sign Confidentiality and Proprietary Rights Agreement. |
| Severance (Exec Letter Agreement, Aug 2, 2025) | If terminated without Cause (not in connection with specified Change‑in‑Control distribution), partial salary continuation for up to 52 weeks, equal to base salary if termination on Aug 15, 2025, decreasing ratably to zero for terminations on/after Aug 15, 2028. |
| Change‑in‑Control (Triggering Transaction) | If a Triggering Transaction occurs before Aug 15, 2028 in which shareholders receive consideration, DeByle receives a payment equivalent to the distributable value on his unvested time‑based RSUs, conditioned on employment through consummation; no severance payable in such a Change‑in‑Control scenario. |
| Retirement vesting | If employment terminates after June 17, 2027 due to bona fide retirement, then outstanding time‑based RSUs (including those under the Exec Letter) continue to vest per original schedule. |
| Relocation | One‑time moving allowance of $20,000 at hire. |
Performance & Track Record
- Company performance context (selected metrics):
- Revenue FY2025: $151.3M; Adjusted EBITDA FY2025: $12.335M (below STIP threshold), resulting in zero FY2025 STIP payout.
- Net income: $2.661M (FY2023), $4.694M (FY2024), $(14.489)M (FY2025).
- Cumulative TSR since Jan 31, 2022: −4% (FY2023), +28% (FY2024), −16% (FY2025).
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net income ($000s) | 2,661 | 4,694 | (14,489) |
| Cumulative TSR since Jan 31, 2022 | −4% | +28% | −16% |
- Pay and shareholder oversight:
- 2024 Say‑on‑Pay approval: ~98.3% “FOR.”
Compensation Structure Analysis
- Increase in at‑risk leverage and retention: CFO target bonus raised from 45% to 70% of salary for FY2026, coupled with a $1,000,000 cliff‑vesting RSU grant for Aug 15, 2028 that concentrates vesting and retention through that date.
- Performance linkage recalibrated: Short‑term metrics expanded beyond EBITDA to include revenue and adjusted operating cash flow; long‑term performance awards tied to Cumulative Organic Revenue Growth and Adjusted EPS with explicit thresholds/targets/superior levels.
- Pay-for-performance enforcement: FY2025 STIP paid 0% and significant FY2023 PSU tranches forfeited due to revenue outcomes—demonstrating downside when targets are missed.
- Governance controls: Presence of Clawback Policy and anti‑hedging policy; no explicit anti‑pledging disclosure.
Risk Indicators & Red Flags
- Related‑party transactions: None >$120,000 involving officers/directors during the period disclosed.
- Hedging: Prohibited by policy; reduces misalignment risk.
- Equity vesting concentration: $1,000,000 time‑based RSUs vesting Aug 15, 2028 may create a discrete liquidity event date (potential selling pressure) absent a 10b5‑1 plan.
Equity Ownership & Alignment (Guidelines)
| Role | Ownership guideline |
|---|---|
| Chief Financial Officer | 2x base salary; five years to comply; 50% net‑share retention until achieved. |
Compensation Committee & Process
- Committee composition and independence: Human Capital & Compensation Committee comprised entirely of independent directors; met five times in FY2025.
- Philosophy: Link incentives with actual financial performance; use equity to align with long‑term stock performance; strong Say‑on‑Pay support in 2024 (~98.3%).
Investment Implications
- Incentive alignment and retention: The mix of 70% STIP target, performance awards tied to organic growth/EPS, and a $1,000,000 cliff‑vesting RSU supports retention through FY2028 and emphasizes earnings quality and organic growth—beneficial if turnaround targets are credible.
- Event‑driven dynamics: Triggering‑Transaction provision monetizes unvested time‑based RSUs in a sale distributing consideration to shareholders; this can align management with shareholder value realization in strategic alternatives.
- Execution risk: Recent underperformance (FY2025 adjusted EBITDA below threshold; net loss) and prior PSU forfeitures underscore execution risk; however, revised STIP/LTIP metrics provide clearer line‑of‑sight to cash flow and earnings goals for monitoring.