Yvonne E. Schlaeppi
About Yvonne E. Schlaeppi
Independent director of AstroNova (ALOT) since April 2018; age 65 as of the proxy record date. Managing Partner and co‑founder of Stratevise LLC (since 2011), with prior senior legal and executive roles at Global Enterprise Technologies (2007–2011), Organon BioSciences (EVP, General Counsel & Corporate IP Officer, 2006–2007), Palmer & Dodge LLP (Partner; Chair, International Practice Group, 1999–2006), and Johnson Controls (senior roles incl. General Counsel Europe, 1995–1998). NACD Directorship Certified (since 2022) and NACD Board Leadership Fellow (2017–2022). Education: BA, Princeton University; JD, Columbia Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls, Inc. | Senior legal positions incl. General Counsel Europe | 1995–1998 | International legal and compliance leadership |
| Palmer & Dodge LLP | Partner; Chair, International Practice Group | 1999–2006 | Led international practice; cross-border transactions |
| Organon BioSciences N.V. | EVP, General Counsel & Corporate IP Officer | 2006–2007 (to sale in 2007) | Executive leadership; M&A execution |
| Global Enterprise Technologies (Passport & ID) | General Counsel | 2007–2011 | High-security document systems legal oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stratevise LLC | Managing Partner (co‑founder) | 2011–present | International strategic advisory firm |
| Brigham & Women’s Hospital (Channing Division of Network Medicine) | External Advisory Council Member | 2015–present | Governance/industry advisory exposure |
| OpGen, Inc. (NASDAQ) | Director | 2022–2024 (until sale) | Public company board experience (molecular diagnostics) |
| Stallergenes Greer plc (Euronext Paris) | Director | 2016–2019 (going private) | Pharma board experience |
| Ares Allergy Holdings Inc. | Director | 2014–2015 | Allergy immunotherapy governance |
| Greer Laboratories, Inc. | Director | 2014–2015 | Allergy immunotherapy governance |
Board Governance
- Independence: Determined independent; all key committees composed solely of independent directors during FY2025 . Listed as independent in the director slate .
- Committee assignments (current): Chair, Nominating & Governance; Member, Audit .
- Attendance: Board met 8x in FY2025; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit (5 meetings); Human Capital & Compensation (5); Nominating & Governance (3) during FY2025 .
- Audit Committee financial expertise: Board designated Messrs. Michas and Quain as “audit committee financial experts”; Ms. Schlaeppi serves on Audit but is not designated as the Committee’s named “financial expert” .
- Executive sessions: Non‑management directors hold executive sessions at each scheduled Board meeting (at least quarterly) .
- Ownership alignment: Director stock ownership guideline requires ≥$200,000 in ALOT shares within 5 years; all directors are in compliance .
- Trading policies: Company prohibits hedging by directors, officers, and employees .
Fixed Compensation
| Component | FY2025 Annual Amount | Notes |
|---|---|---|
| Board service retainer (cash) | $46,800 | Standard non‑employee director retainer |
| Lead Independent Director fee | $11,440 | If applicable (not applicable to Schlaeppi) |
| Committee Chair fees | Audit Chair $11,440; HCC Chair $9,360; N&G Chair $9,360 | Schlaeppi chairs N&G |
| Committee member fee (non‑chair) | $4,160 | Schlaeppi is Audit Committee member |
| Equity (restricted stock) | $72,800 value | Granted quarterly; fully vested at grant |
Director FY2025 paid/awarded amounts (reported):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Yvonne E. Schlaeppi | $59,740 | $72,775 | $132,515 |
- Structural change: Beginning in Q2 FY2026, directors agreed to receive their cash fees in the form of ALOT common stock (further aligning incentives) .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Performance-based equity metrics (e.g., EBITDA, TSR, ESG) | No | Non‑employee director equity is time‑based restricted stock, fully vested at grant; no director performance metrics disclosed |
Note: Executive incentive metrics historically include EBITDA-based annual incentives and time/performance RSUs for executives, not for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None shown for Schlaeppi in ALOT’s nominee matrix (“—”) |
| Prior public company boards | OpGen, Inc. (2022–2024) ; Stallergenes Greer plc (2016–2019) |
| Private/non-profit boards | Ares Allergy Holdings Inc. (2014–2015); Greer Laboratories, Inc. (2014–2015); BWH External Advisory Council (since 2015) |
| Compensation Committee interlocks | HCC members in FY2025 were Messrs. Michas, Quain and Warzala; no interlocks identified involving Schlaeppi |
| Activism/cooperation context | 2025 Cooperation Agreement with Askeladden added Shawn Kravetz to Board; not specific to Schlaeppi but relevant to governance dynamics |
Expertise & Qualifications
- Extensive international corporate legal, M&A and governance expertise; senior GC roles across industrial, pharma/biotech, and security printing sectors .
- Industry adjacency: Printing sector experience cited among reasons for qualification to ALOT’s Board .
- NACD credentials: Directorship Certified (since 2022) and Board Leadership Fellow (2017–2022), signaling ongoing director education and governance proficiency .
Equity Ownership
| Holder | Shares & Restricted Shares | Right to Acquire within 60 Days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Yvonne E. Schlaeppi | 44,427 | 10,000 (options) | 54,427 | Options fully vested; all director options are exercisable |
| Director option overhang (as of 1/31/25) | — | Schlaeppi: 10,000; Quain: 20,000; Warzala: 10,000 | — | All fully vested |
- Ownership policy: Directors must hold ≥$200,000 in ALOT stock within 5 years; all directors in compliance .
- Hedging: Prohibited for directors .
- Pledging: No explicit pledging policy disclosure identified in the cited sections.
- Related party transactions: None involving officers/directors >$120,000 during the period (2/1/2024 through proxy date) .
Governance Assessment
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Strengths
- Independent director; chairs Nominating & Governance and serves on Audit—positions central to board composition, governance standards, and financial oversight .
- Attendance at/above Board standards; all directors ≥75% and attended 2024 annual meeting, supporting engagement .
- Strong alignment mechanisms: quarterly equity grants (fully vested), director ownership guideline compliance, anti‑hedging policy, and shift of cash fees into stock from Q2 FY2026 .
- No related‑party transactions identified; low conflict profile .
- Shareholder support signal: 98.3% Say‑on‑Pay approval in 2024 suggests investor confidence in compensation governance (committee oversight indirectly supported) .
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Watch items
- Audit Committee “financial expert” designation resides with other members (Michas, Quain), not Schlaeppi; balanced by her governance/legal strengths but reliance on peers for accounting expertise .
- Activist context via 2025 Cooperation Agreement (Askeladden) could influence board dynamics and succession decisions under her N&G chairmanship; monitor ongoing alignment and refreshment decisions .
-
Bottom line
- Schlaeppi brings seasoned international legal/governance capability with meaningful stock ownership and governance leadership roles; compensation and policies indicate solid alignment and low apparent conflict risk at ALOT .