Thomas W. Carll
About Thomas W. Carll
Thomas W. “Tom” Carll, 59, is Senior Vice President, Aerospace at AstroNova (ALOT). He joined AstroNova in 1989, led the Aerospace business group since its formation in 2004, and has served as Vice President and General Manager—Aerospace since 2011; he was promoted to Senior Vice President, Aerospace in April–June 2025 as part of a leadership reorganization . The Executive Chairman credited the Aerospace segment’s strong market position under Carll’s leadership, while the company’s fiscal 2025 performance included revenue of $151.3 million, adjusted EBITDA of $12.3 million versus a $19–23 million STIP threshold/target, net income of -$14.5 million, and a cumulative TSR of $84 on a $100 initial investment (since Jan 31, 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AstroNova | Sales Engineer/Product Manager/National Sales Manager (Test & Measurement) | Years not disclosed | Built commercial/technical grounding ahead of Aerospace formation |
| AstroNova | Leadership roles in Aerospace business group | 2004–2011 | Helped establish and grow Aerospace products/business |
| AstroNova | Vice President & General Manager—Aerospace | 2011–2025 | Drove segment execution and market position |
| AstroNova | Senior Vice President, Aerospace | Apr–Jun 2025–present | Elevated accountability; segment P&L incentives realigned |
External Roles
No external directorships or roles disclosed for Carll in current filings .
Fixed Compensation
| Metric | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $213,200 | $225,800 | Annual review effective Apr 1 |
| Base Salary effective Aug 15, 2025 ($) | — | $280,000 | Letter agreement adjustment |
| Target Bonus % (STIP) | 35% | 35% | Set June 2024 for FY2025 |
| Target Bonus $ (FY2025) | $80,500 | $80,500 | Based on base salary and 35% target |
| Actual Bonus Paid (FY2025) | $0 | $0 | Adjusted EBITDA below threshold |
| Target Bonus % (FY2026) | — | 45% | Segment-weighted plan (see below) |
Performance Compensation
2025 STIP (Cash)
| Metric | Weight | Threshold | Target | Actual | Payout |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 100% | $19.0M | $23.0M | $12.335M | 0% of target |
2026 STIP design (established June 12, 2025; effective FY2026)
| Metric (Carll) | Weight of Target Award | Targets/Thresholds |
|---|---|---|
| Aerospace Segment Revenue | 35% | Committee-established thresholds/targets not disclosed |
| Aerospace Segment Adjusted Operating Income | 20% | Not disclosed |
| Aerospace Segment Adjusted Operating Cash Flow | 25% | Not disclosed |
| Consolidated Adjusted EBITDA | 20% | Not disclosed |
Payout determination for each metric is 50% at threshold, 100% at target, up to +100% incremental to “superior” via linear interpolation; no payout above superior .
Long-Term Incentives
-
Stock-Settled Performance Award (granted Aug 15, 2025; reference value $11,112): 50% weight Adjusted EPS, 50% weight Cumulative Organic Revenue Growth with Threshold/Target/Superior set at $1.35/$1.60/$1.85 EPS and 20%/25%/30% organic revenue growth; earned values convert to fully vested shares at settlement in FY2028 .
Level Earned Value ($) Shares (max) Threshold $28,278 2,986 Target $56,556 5,973 Superior $84,834 8,960 -
Time-based RSUs (granted Aug 15, 2025): $500,000 in value that vest and settle on Aug 15, 2028 .
-
Historical PSUs (revenue-based):
- 2023 grant: 3,348 PSUs outstanding; 143 Earned RSUs based on FY2025 revenue; vest 1/3 on Apr 7, 2025, 2026, 2027 .
- 2024 grant: 3,986 PSUs outstanding; none earned based on FY2025 revenue .
- 2022 grant: Earned RSUs of 420 and 852 (company-wide allocations) vesting in 2025–2026 (Carll allocations shown within “Number of Shares or Units Not Vested”) .
Equity Ownership & Alignment
| Component | Amount | Status/Notes |
|---|---|---|
| Shares and restricted shares owned | 32,155 | Direct/indirect beneficial |
| Options exercisable within 60 days | 17,500 | Grant price $18.25; expire 6/4/2028; three-year vesting |
| Total beneficial ownership | 49,655 | Computed as shares + options |
| Shares outstanding (record date) | 7,638,423 | Record date Oct 13, 2025 |
| Ownership % of outstanding | ~0.65% (49,655/7,638,423) | |
| Unvested RSUs (time-based) | 3,457 (664/558/664/1,571 tranches) | Scheduled through Mar 21, 2026 and Jun 10, 2025–2027 |
| Earned RSUs (PSUs) not fully vested | 1,272 | 2022 PSUs earned; scheduled 2025–2026 vesting |
| PSUs unearned/outstanding | 3,348 (FY2023 grant); 3,986 (FY2024 grant) | Revenue-linked; no FY2025 earn for 2024 grant |
| Executive ownership guidelines | 1.25× base salary; retain ≥50% of net shares until compliant | Compliance status not disclosed |
| Hedging/pledging | Hedging prohibited; pledging not disclosed |
Note: Company reported one late Form 4 for Carll on Apr 3, 2024 relating to RSU vesting/tax withholding . We searched for Form 4 filings in the last 3 years but found no additional entries in this tool’s corpus [SearchDocuments: form-4; no results].
Employment Terms
| Term | Detail |
|---|---|
| Position and base salary | Senior Vice President, Aerospace; base salary increased to $280,000 effective Aug 15, 2025 |
| STIP (FY2026) | Target bonus 45% of salary; segment-weighted metrics as above |
| Long-term incentives | Stock-Settled Performance Award (reference value $11,112; EPS and organic growth goals) and $500,000 time-based RSUs vesting Aug 15, 2028 |
| Triggering Transaction (pre–Aug 15, 2028) | Entitled to payments mirroring shareholder consideration on unvested RSUs, conditioned on continued employment through transaction |
| Severance (no CIC consideration payment) | If terminated without cause (not in connection with a distributional CIC), partial salary continuation for 52 weeks, starting at current base and decreasing ratably to zero by Aug 15, 2028; no severance if termination occurs in connection with a distributional CIC |
| Other | Executive Chairman highlighted Aerospace leadership continuity; clawback policy and anti-hedging policy in place company-wide |
Performance & Governance Context
- Pay vs Performance: FY2025 compensation actually paid declined materially, reflecting negative net income and stock/award remeasurement; company net income was -$14.5 million and TSR since Jan 31, 2022 fell to $84 vs $100 base .
- Say-on-Pay: 2024 approval ~98.3% of votes cast, indicating strong shareholder support for compensation approach .
- Committee oversight: Human Capital & Compensation Committee chaired by Richard Warzala; members include Alexis P. Michas and Mitchell I. Quain .
- Peer benchmarking: Historically used Radford and targeted around median within a hardware manufacturing peer group (2019–2020 disclosure), though current proxy does not list an updated peer set .
Investment Implications
- Alignment and incentive quality: The 2026 STIP reweights Carll’s incentives toward Aerospace segment revenue and cash flow, adding operating income and a corporate EBITDA component—an improved linkage to controllable operational levers and free-cash generation in his domain .
- Retention and overhang: The $500,000 time-based RSU that vests in 2028, plus the FY2026–FY2028 performance award, create multi-year retention hooks; near-term selling pressure is modest given 2025 STIP paid zero and most upcoming equity vesting is relatively small tranches (e.g., 2025–2027 RSU installments) versus the large 2028 award .
- Skin in the game: Carll beneficially owns ~0.65% of outstanding shares including 17,500 currently exercisable options; hedging is prohibited and no pledging is disclosed—a constructive alignment signal .
- Governance and risks: Strong say-on-pay support and a stated clawback policy mitigate governance risk; however, FY2025 underperformance (no STIP payout, negative net income) raises execution risk and heightens dependence on segment-level turnaround outcomes under Carll’s plan .
Monitor: STIP target setting for FY2026 (thresholds/targets not disclosed), execution against Aerospace revenue/cash flow, potential Triggering Transaction terms affecting RSU liquidity, and any future Form 4 activity or 10b5-1 plans (none surfaced here) [SearchDocuments: form-4; no results].