Jeffry D. Frisby
About Jeffry D. Frisby
Independent director at Astronics Corporation since 2016; age 69 as of the 2025 proxy. Former CEO of Triumph Group and Executive Chairman of PCX Aerostructures; B.S. in Business from Wake Forest University. Designated audit committee financial expert and currently chairs Astronics’ Sustainability Committee; broad aerospace manufacturing leadership spanning 40+ years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PCX Aerostructures, LLC | Executive Chairman | Sep 2021–present | Oversight of flight-critical mechanical systems supplier |
| PCX Aerostructures, LLC | President & CEO | Apr 2017–Sep 2021 | Led operations and growth |
| Triumph Group, Inc. | Chief Executive Officer | Jul 2012–Apr 2015 | Led global aerospace structures and systems company |
| Triumph Group, Inc. | President | Jul 2009–Apr 2015 | Senior executive leadership |
| Triumph Group, Inc. | Chief Operating Officer | Jul 2009–Jul 2012 | Enterprise operations, M&A, supply chain |
| Triumph Aerospace Systems Group | Group President | Apr 2003–Jul 2009 | Oversaw engineering/manufacturing across OEM components |
| Frisby Aerospace, Inc. | Various positions | Prior to Triumph roles | Foundational aerospace experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quaker Chemical Corporation (Quaker Houghton) | Director | 2006–present | Public-company board; industry chemicals, not disclosed as Astronics counterparty |
Interlock: Director Fay West also serves on Quaker Chemical’s board (2016–present), indicating a shared external board connection that can enhance information flow without disclosed conflicts .
Board Governance
- Independence: Board determined Frisby is independent under Nasdaq standards; Astronics’ committees are fully independent .
- Committees: Audit Committee (member; designated “audit committee financial expert”) and Sustainability Committee (Chair) .
- Attendance: Each director attended at least 75% of aggregate Board and assigned committee meetings in 2024; Board met seven times in 2024 .
- Executive sessions: Non-management directors meet regularly in executive session, typically each regular Board meeting .
- Tenure on Board: Director since 2016 .
| Governance Element | Detail |
|---|---|
| Independence | Independent director |
| Committee Assignments | Audit (member; financial expert) ; Sustainability (Chair) |
| 2024 Committee Meetings | Audit: 5; Sustainability: 2 |
| Attendance (2024) | ≥75% of Board + committee meetings |
| Board Stock Ownership Guideline | 400% of annual cash retainer within 4 years; all non-employee directors compliant as of 12/31/2024 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (USD) | $80,000 | $80,000 |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| RSU grant date | Feb 23, 2023 | Feb 22, 2024 |
| RSUs granted (shares) | 7,438 | 6,346 |
| Grant-date fair value (USD) | $110,008 | $120,003 |
| Vesting | Vested fully 6 months post-grant (Aug 23, 2023) | Vested fully 6 months post-grant (Aug 22, 2024) |
| Post-settlement holding | Minimum 6 months | Minimum 6 months |
| Performance Metrics Tied to Director Equity | 2023 | 2024 |
|---|---|---|
| Metrics | None (director RSUs are time-based, 6-month vest) | None (director RSUs are time-based, 6-month vest) |
Astronics’ LTIP allows performance-based awards for employees (e.g., EBITDA, sales, margins), but non-employee director awards are structured as time-based RSUs with a minimum six-month vest/holding period .
Other Directorships & Interlocks
| Company | Nature | Overlap/Interlock |
|---|---|---|
| Quaker Chemical (Quaker Houghton) | Public-company board service | Shared with Astronics director Fay West; no Astronics-related transactions disclosed |
Expertise & Qualifications
- Aerospace manufacturing leadership and operations; M&A integration; strategic planning; organizational development; finance/reporting; supply chain/manufacturing .
- Audit literacy: Designated audit committee financial expert; contributes to financial oversight and controls .
- Sustainability oversight: Committee chair role supports integration of sustainability into strategy and risk management .
Equity Ownership
| As of April 2, 2025 | Common Shares | Common % | Class B Shares | Class B % |
|---|---|---|---|---|
| Beneficial ownership | 49,468 | <1% (asterisk) | 1,200 | <1% (asterisk) |
| Options (position details) | Count | Notes |
|---|---|---|
| Options included in beneficial ownership (exercisable ≤60 days) | 8,000 Common; 1,200 Class B | Exercise price set at grant FMV; specific strikes not disclosed in proxy |
| Director RSUs settled | 6,346 shares issued Aug 22, 2024 | Subject to 6-month post-issuance holding period |
No pledging or hedging disclosed for Frisby; anti-hedging policy in force across directors/officers (updated by 2025 proxy) . Board requires ownership at 400% of cash retainer; all directors met guideline by 12/31/2024 .
Governance Assessment
- Board effectiveness: Independent director with audit financial-expert status; chairs Sustainability, aligning board oversight with operational ESG integration. Attendance standards met (≥75%); committee engagement evidenced by 2024 meeting cadence (Audit 5; Sustainability 2) .
- Alignment: Cash/equity mix consistent and modest; annual cash retainer $80,000 and time-based RSUs (6-month vest/holding) underscore shareholder-aligned equity without short-term performance gaming; directors meet 400% ownership guideline .
- Conflicts/related party: No Item 404 related-party transactions disclosed for Frisby; independence affirmed; external interlock with Quaker Chemical (also shared by Fay West) noted but without disclosed Astronics transactions .
- Compensation governance signals: Clawback policy adopted Dec 1, 2023 (Dodd-Frank 10D compliant); anti-hedging/derivative restrictions embedded by 2025 proxy—a governance improvement from prior year’s broader posture .
- Shareholder sentiment: Say-on-pay approval ~91% at May 23, 2023 meeting supports compensation framework stability (context for governance culture) .
RED FLAGS
- None disclosed for Frisby: no pledging, no related-party transactions, independence confirmed, attendance threshold met .
Notes
- Director compensation is standardized; no chair fees or per-meeting fees are disclosed for 2023–2024 .
- Performance-based metrics apply to executive RSUs under the LTIP; non-employee directors receive time-based RSUs only .