Fay West
About Fay West
Fay West (age 56) is Senior Vice President and Chief Financial Officer of Tennant Company and joined Astronics Corporation’s Board on February 6, 2025. She is a former CPA with a bachelor’s degree in Accounting from DePaul University, and previously served as CFO of SunCoke Energy and Assistant Controller at United Continental Holdings, bringing deep expertise in accounting, financial reporting, risk assessment, and M&A. The Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennant Company | Senior Vice President & Chief Financial Officer | Apr 2021–present | Public company CFO; finance, risk, M&A |
| SunCoke Energy, Inc. | Senior Vice President & Chief Financial Officer | Oct 2014–Apr 2021 | Led finance at North America’s largest independent coke producer |
| SunCoke Energy, Inc. | Various financial/leadership roles | Pre-2014 (prior to CFO appointment) | Progressive finance leadership |
| United Continental Holdings, Inc. | Assistant Controller | Apr 2010–Jan 2011 | Airline holding company—financial reporting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quaker Chemical Corporation (Quaker Houghton) | Director | 2016–present | External public board role; governance/network exposure |
- Interlock: Astronics director Jeffry D. Frisby is also a Director at Quaker Chemical (2006–present), creating a shared external directorship with West .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards (all directors except the CEO are independent) |
| Appointment date | Appointed to Astronics Board on Feb 6, 2025 |
| Committee assignments (effective post Annual Meeting) | Audit Committee member; Sustainability Committee member |
| Board meetings in 2024 | 7 meetings; each director attended at least 75% of Board/Committee meetings (West joined in 2025) |
| Executive sessions | Regular executive sessions of non-management directors |
| Lead Independent Director | Robert T. Brady (principal liaison; sets agendas with Chair/CEO) |
Fixed Compensation
| Component | 2024 | 2025 YTD | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | Not disclosed | Mr. Gundermann receives no director pay; West joined in 2025 |
| RSU grant size (non-employee directors) | 6,346 RSUs per director; vested in six months (Aug 22, 2024); fair value $120,003 | RSUs totaling 48,440 shares to non-employee directors (aggregate class grants) | RSU shares subject to minimum 6-month holding post issuance |
| Options (director class) | Some directors held options as of Dec 31, 2024; West none in 2024 | Not disclosed | Board awards are under the 2017 LTIP |
Performance Compensation
| Metric/Term | Director Treatment | Detail |
|---|---|---|
| RSU vesting (non-employee directors) | Time-based | RSUs to non-employee directors vest in full six months from grant; no director-specific performance metrics disclosed |
| Post-issuance holding | Time-based | Minimum holding of six months after RSU share issuance |
| Performance-linked awards | Not applicable to directors | Plan permits performance goals broadly, but director awards are described as time-based with six-month vesting |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Quaker Chemical Corporation | Director | 2016–present | Shared external board with Astronics Director Jeffry D. Frisby (Director since 2006) |
- Overboarding limits: Astronics policy limits CEOs to two outside public boards and other directors to four; acceptance beyond limits requires Nominating/Governance approval. Directors must notify before accepting new public boards .
Expertise & Qualifications
- Public company CFO experience (Tennant; SunCoke), former CPA; strong accounting, financial reporting, risk assessment, M&A/divestitures .
- Industry crossover: prior airline-sector finance role (United Continental), relevant to aerospace supply/customer dynamics .
Equity Ownership
| Holder | Common Stock (#) | Common Stock (%) | Class B Stock (#) | Class B (%) |
|---|---|---|---|---|
| Fay West | — | — | — | — |
- Director stock ownership guideline: within four years of joining the Board, each non-employee director is expected to own shares equal to 400% of the annual cash retainer divided by the prior-year average closing price; outstanding equity awards are excluded from this calculation .
Governance Assessment
-
Positive signals
- Independence and Audit Committee membership strengthen financial oversight; addition to Sustainability Committee enhances integration of non-financial risk oversight .
- Deep finance/risk credentials as an active public-company CFO should bolster audit quality and enterprise risk management .
- Regular executive sessions and strong Lead Independent Director framework support board effectiveness .
-
Potential conflicts and watch items
- Interlock: Shared external directorship at Quaker Chemical with Astronics director Jeffry D. Frisby. No related-party transactions disclosed for 2024, but monitor for any supplier/customer ties or information flow concerns over time .
- Ownership alignment: No reported beneficial ownership as of April 2, 2025; guideline allows four years to build required holdings—track progress to guideline compliance for alignment .
-
Compensation structure observations
- Director pay is balanced cash/equity (historically $80k cash plus time-based RSUs), with six-month vesting and holding periods—no performance-linked director metrics, limiting pay-for-performance signaling at the board level .
-
Related-party and red flags
- Related-party transactions: none exceeding $120,000 in 2024; board reviews any proposed related-person transactions (policy is board-reviewed rather than a formal written policy) .
- Say-on-pay context: 91% approval in 2023 indicates broad shareholder support for executive pay program; not directly about director pay but relevant to overall governance sentiment .
Overall, West’s appointment adds credible financial oversight capacity to Astronics’ Board. The notable interlock with Quaker Chemical warrants routine conflict reviews, and ownership build-up should be monitored to satisfy the 400% retainer guideline within the prescribed timeframe .