Mark A. Peabody
About Mark A. Peabody
Executive Vice President and President of the Aerospace Segment at Astronics Corporation (ATRO); age 65 as of December 31, 2024; officer since 2010, with prior leadership of Astronics Advanced Electronic Systems and other aerospace subsidiaries . Company performance during his recent tenure shows 5-year cumulative TSR of approximately -42.9% versus the S&P 500 Total Return significantly higher, and 2024 net loss of $16.2M; that said, the company’s “company-selected” pay metric (average annual Adjusted EBITDA as a % of average annual revenue over three years) improved to 8.1% in 2024 (from 4.1% in 2023 and 2.4% in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astronics Corporation – Aerospace Segment | Executive Vice President; President, Aerospace Segment | 2010–present | Leads aerospace segment P&L and execution across programs |
| Astronics Advanced Electronic Systems Corp. | President | As disclosed (2016–2020 references) | Product leadership and systems integration within aerospace portfolio |
| Astronics Custom Control Concepts Inc. | President (concurrent) | As disclosed (2020 reference) | Avionics/IFE control systems leadership integration under Aerospace segment |
External Roles
- No external public company directorships or outside roles for Mr. Peabody were disclosed in the latest proxy .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $495,399 | $510,261 | $536,152 |
| Actual Bonus Paid | $0 (no annual bonuses paid for 2022) | $260,322 (paid as stock bonus; issued 3/1/2024 at $19.17) | $622,419 (cash) |
| All Other Compensation | $9,150 | $9,900 | $17,250 (401k contribution) |
Notes:
- Target bonus % not disclosed; annual bonuses are discretionary and informed by multi-factor assessments (e.g., 3-year sales growth for 2024), not formulaic targets .
Performance Compensation
Annual and Long-Term Incentives – Program Design
- Annual bonus: Discretionary; factors include profitability, 3-year sales growth, and individual performance; 2024 bonuses paid in cash; 2023 bonuses paid in stock; no bonuses in 2022 .
- Performance RSUs (PBRSUs): Metric is company average annual Adjusted EBITDA as % of average annual revenue over a 3-year period; payout schedule for 2024 grants: 50% (if <10%), 100% (≥10% and <15%), 150% (≥15%); vest following the 3-year period subject to certification; 6-month post-issuance holding applies .
- Stock options: 10-year term; time-based vesting generally 33-1/3% annually for 3 years for recent grants; exercise price = grant-date fair market value; post-exercise share disposition restricted until at least two years from grant and one year after exercise .
2024 PBRSU Grant (Peabody)
| Grant Date | Instrument | Metric | Threshold | Target | Max | Peabody Target RSUs | Vesting |
|---|---|---|---|---|---|---|---|
| Feb 22, 2024 | PBRSUs | Avg annual Adjusted EBITDA as % of avg annual revenue (2024–2026) | 50% of target if <10% | 100% at ≥10% and <15% | 150% at ≥15% | 15,900 | After FY2026 performance period; subject to certification; 6-month holding after issuance |
PBRSU Outcome – 2022 Cohort (covers 2022–2024)
| Performance Period | Metric Outcome | Payout vs Target | Vest Date |
|---|---|---|---|
| 2022–2024 | Avg annual Adjusted EBITDA <10% of avg annual revenue | 75% of target earned | Feb 24, 2025 |
2024 Equity Grants Summary (Peabody)
| Type | Threshold | Target | Max | Grant-Date Fair Value |
|---|---|---|---|---|
| PBRSUs (2/22/2024) | 7,950 | 15,900 | 23,850 | $300,669 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 2, 2025)
| Security | Shares | % Outstanding |
|---|---|---|
| Common Stock | 150,472 (includes options exercisable within 60 days) | <1% |
| Class B Stock | 187,220 (includes options exercisable within 60 days) | 3.9% |
- No pledged shares disclosed for Mr. Peabody; the proxy footnotes identify a pledge only for another director (Robert S. Keane) . Anti-hedging policy prohibits short sales, options, and other derivatives on company securities for directors, officers, and employees .
- Executive stock ownership guidelines: The company has no formal stock ownership guidelines for executive officers (directors have guidelines); named executive officers collectively hold 3.4% of Common and 23.7% of Class B, aligning management and shareholder interests .
Outstanding Equity Awards at FY-End (Dec 31, 2024) – Peabody
| Instrument | Detail | Status |
|---|---|---|
| Options | Various tranches: e.g., $27.72 exp. 12/3/2025 (4,500 ex.; 1,451 ex.); $31.76 exp. 12/14/2026 (4,820 ex.; 723 ex.); $35.61 exp. 12/12/2027 (7,010 ex.; 1,052 ex.); $31.57 exp. 12/13/2028 (9,280 ex.); $30.04 exp. 12/9/2029 (13,600 ex.); $14.45 exp. 1/22/2031 (12,150 ex.; 8,100 unex.); $11.13 exp. 12/9/2031 (24,500 ex.); $9.74 exp. 12/16/2032 (17,800 ex.; 8,900 unex.); $15.15 exp. 12/7/2033 (2,767 ex.; 5,533 unex.) | Time-vested; 10-year term |
| PBRSUs (2022–2024) | 11,800 at target; vested 2/24/2025; market value at 12/31/2024 price noted in proxy | Earned at 75% of target; then settled |
| PBRSUs (2023–2025) | 10,850 at target; unearned as of 12/31/2024 | Vests after FY2025 performance period |
| PBRSUs (2024–2026) | 15,900 at target; unearned as of 12/31/2024 | Vests after FY2026 performance period |
| RSUs Vested in 2024 | 7,663 shares; value realized $144,831 (settled 3/1/2024 at $18.90) | 6‑month post-issuance holding applies |
Selling/flow considerations:
- Employees may not sell RSU shares until 6 months after issuance; option-exercise shares may not be disposed of until at least two years from grant and one year after exercise—mechanically limiting near-term insider selling pressure from vested awards .
Employment Terms
Employment Termination Benefits Agreement (Peabody)
- Change of Control (termination within 2 years post-CoC): 1x salary continuation for one year; 1 year of continued health, life, and disability coverage; stock options vest (exercisable for up to one year or until expiry; cash-out alternative for bargain element). Benefits conditioned on non-compete during benefit period .
- Quantified as of 12/31/2024 (illustrative): Salary continuation $536,152; insurance coverage $32,000; vesting of equity awards $426,866 (valued at 12/31/2024 stock price); total CoC termination package including SERP II present value $5.72M (see SERP II row); see table below .
SERP II (Supplemental Executive Retirement Plan II)
| Attribute | Details |
|---|---|
| Benefit formula | Target 50% of average of highest consecutive 3-year cash compensation |
| Present value (12/31/2024) | $4,459,324; years of credited service 19 |
| Vesting triggers | Generally available at retirement eligibility (≥10 years and age 65, or “rule of 90”); 100% vesting on death/disability; 100% vesting on 409A Change in Control Event (lump sum); 100% vesting on involuntary termination or termination on CoC (with service requirement) |
| Commencement | Later of termination or age 60; life annuity (or joint & 100% survivor if married); lump sum upon 409A CoC event |
| Non-compete | Benefits suspended if participant competes for longer of three years post-retirement or attainment of age 65 (except certain CoC cases) |
Potential payments (as of 12/31/2024, illustrative):
| Scenario | Salary Continuation | Insurance | Equity Vesting | SERP II | Total |
|---|---|---|---|---|---|
| Death | — | — | — | $4,433,000 | $4,433,000 |
| Disability | — | — | — | $4,717,000 | $4,717,000 |
| Involuntary Termination | — | — | — | $4,727,000 | $4,727,000 |
| Termination on Change of Control | $536,152 | $32,000 | $426,866 | $4,727,000 | $5,722,018 |
| 409A Change in Control Event | — | — | — | $4,650,000 (lump sum) | $4,650,000 |
| Termination on 409A CoC Event | $536,152 | $32,000 | — | $4,650,000 | $5,218,152 |
Additional governance provisions:
- Clawback: Dodd-Frank compliant policy effective Dec 1, 2023; applies to current and certain former Section 16 officers; restatement-triggered, no-fault recovery on pre-tax basis .
- Insider trading/hedging: Prohibits short sales, options/derivatives, and hedging/monetization structures (e.g., collars, swaps) .
Investment Implications
- Alignment and incentives: Peabody’s incentives emphasize multi-year profitability/FCF quality via PBRSUs tied to Adjusted EBITDA margin versus revenue, with capped/levered payouts and board-level LTIP guardrails (no repricing, fixed-share, non-evergreen) . Executives have meaningful economic exposure, particularly through Class B shares; no executive-pledging disclosed for Peabody, and strict anti-hedging policy supports alignment .
- Retention calculus: At age 65 and retirement-eligible under SERP II (present value ~$4.46M), retention risk is non-trivial; the CoC agreement provides only a 1x salary benefit plus one year of benefits—moderate versus peers, but SERP II benefits are significant across scenarios and could influence retirement timing . Continued PBRSU cycles (2023–2025, 2024–2026) also support near-term retention .
- Selling pressure: Structural holding periods (6-month post-RSU issuance, plus option-share holding constraints of ≥2 years from grant and ≥1 year post-exercise) mitigate near-term insider supply when awards settle/exercise . Watch 2025–2027 for settlement of 2023–2025 and 2024–2026 PBRSUs .
- Governance/risk signals: Minor compliance lapse (late Form 4 for a 2,000-share Class B gift and a 511-share sale tied to a 401(k) distribution) appears immaterial; no 2024 related-party transactions; say-on-pay support was strong at ~91% in 2023, indicating broad shareholder acceptance of pay design .
- Performance execution: Despite improved Adjusted EBITDA margin trajectory (company-selected measure reached 8.1% in 2024), multi-year TSR and net income remain challenged; PBRSU structure should continue to emphasize margin expansion and FCF discipline critical to equity upside during Peabody’s ongoing segment leadership .