Nancy L. Hedges
About Nancy L. Hedges
Nancy L. Hedges is Astronics’ Chief Financial Officer (CFO) and Treasurer, promoted effective January 4, 2025 after serving as Corporate Controller and Principal Accounting Officer; she is 51 and has been an officer since 2014 . As CFO she certifies internal controls and disclosure for ATRO’s filings (Sarbanes‑Oxley 302 certification, March 5, 2025) . Company performance context: 2024 net loss was $16.215M and 5‑year TSR was −42.92% vs S&P 500 Total Return benchmark, framing pay‑for‑performance calibration; Astronics’ “compensation actually paid” for executives moved with Adjusted EBITDA and TSR metrics disclosed in Pay‑Versus‑Performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astronics Corporation | Corporate Controller & Principal Accounting Officer | 2014–2024 | Led financial reporting and internal controls; signatory on 10‑K; established disclosure controls and SOX compliance groundwork for CFO transition . |
| Astronics Corporation | Vice President, CFO & Treasurer | 2025–present | Principal financial and accounting officer; implements compensation program alignment and equity grant governance; SOX 302 certification on 2024 10‑K . |
External Roles
No external directorships or outside public company roles for Ms. Hedges were disclosed in the 2025 DEF 14A or 2024/2023 10‑Ks reviewed .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | — | — | $296,000 |
| Annual Bonus Paid | — | — | $343,612 (cash; 2024 bonus methodology based on average annual sales growth over most recent three‑year period) |
| Stock Awards (fair value at grant) | — | — | $95,004 (RSUs granted Feb 22, 2024) |
| Option Awards (fair value at grant) | — | — | — |
| All Other Compensation | — | — | $15,234 (Company Profit Sharing/401(k) contribution) |
| Total Reported Compensation | — | — | $749,850 |
Notes:
- 2023 bonuses for NEOs were issued as stock bonuses in March 2024; Ms. Hedges was not a named executive in 2022/2023 .
- Company-wide bonus framework is discretionary, guided by profitability, 3‑year sales growth, and market surveys; bonuses are not capped .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Performance‑based RSUs (Grant 2/22/2024) | Average Annual Adjusted EBITDA as % of Average Annual Revenue (3‑year, 2024–2026) | Not disclosed | 100% of target if EBITDA% is ≥10% and <15%; 50% if <10%; 150% if ≥15% | Not yet determined | Not yet determined | Earn over the 2024–2026 performance period; settlement post‑period; shares issued are subject to 6‑month post‑issuance sale restriction . |
| Annual Bonus (2024) | Average annual sales growth over most recent 3‑year period (company discretionary framework) | Not disclosed | Not applicable | Company‑determined | Cash paid $343,612 | Annual; paid in cash for 2024 (stock bonuses used in 2023) . |
| Time‑based RSUs (prior awards) | Time‑based vesting; minimum 3‑year pro‑rata schedule (employees) | Not applicable | Not applicable | Vested per schedule | Vested | RSUs settled; shares cannot be sold until 6 months after issuance . |
Grant detail (2024):
- Hedges RSU grant: Threshold 2,512; Target 5,024; Maximum 7,536; Grant date Feb 22, 2024; fair value $95,004 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 29,589 shares of Common; 1,287 shares of Class B; both less than 1% of respective classes; includes options exercisable within 60 days (2,920 Common; 680 Class B) . |
| Ownership as % of Shares Outstanding | Common: ~0.10% (29,589 / 30,644,196 outstanding Common); Class B: ~0.03% (1,287 / 4,805,475 outstanding Class B) . |
| Vested vs Unvested (Selected) | Options exercisable: 1,400 (ex. price $27.72, exp. 12/3/2025); 452 ($27.72); 1,520 ($31.76); 228 ($31.76) . |
| RSUs Outstanding (at 12/31/2024) | 5,500; 5,050; 5,024 (the 5,024 are 2024–2026 performance RSUs); payout values shown at $15.96 closing price: $87,780; $80,598; $80,183 . |
| Pledging / Hedging | No pledging disclosed for Hedges; Company prohibits hedging, short sales, and derivatives on company stock for directors, officers, employees . |
| Ownership Guidelines | Company does not currently have stock ownership guidelines for executive officers (NEOs as a class hold 3.4% Common and 23.7% Class B); Board has director ownership guidelines . |
Insider selling pressure and vesting windows:
- RSUs settled March 1, 2024: Hedges received 4,578 shares; value $86,524; those shares subject to 6‑month minimum holding period post‑issuance per plan .
- 2022–2024 performance RSUs vested Feb 24, 2025 for performance cycle awards; settlement then subject to the 6‑month post‑issuance sale restriction .
Employment Terms
- Agreements: No Employment Termination Benefits Agreement for Ms. Hedges; she is not a participant in SERP or SERP II .
- Severance / Change‑of‑Control: Company uses case‑by‑case severance outside of formal agreements; SERP/SERP II vesting, non‑competes, and change‑of‑control provisions apply to participants (Gundermann/Peabody), but not to Hedges .
- Clawback: Board adopted a Dodd‑Frank compliant clawback policy effective December 1, 2023; recovery triggered by “Big R” and “little r” restatements; applies to current and certain former Section 16 officers .
- Insider Trading Policy: Prohibits short sales, derivatives, and hedging transactions in company stock .
Risk Indicators & Red Flags
- Pledging: None disclosed for Hedges (contrast: a director pledged 120,000 Class B shares) .
- Option Repricing / Evergreen: 2017 LTIP prohibits repricing without shareholder approval and is not evergreen; performance RSUs focus on EBITDA, FCF, margin; minimum time‑based vesting protections .
- Say‑on‑Pay: 2023 say‑on‑pay approval ~91%—strong investor support for compensation approach .
Say‑on‑Pay & Compensation Committee Context
- Compensation Committee: Independent; uses broad‑based survey data; no regular outside consultants; focuses on base salary, annual bonus, and long‑term equity .
- 2024/2023 Bonus Design: 2023 bonuses paid as stock; 2024 paid in cash; 2024 bonuses were driven by 3‑year average sales growth .
Expertise & Qualifications
- Executive certifications: CFO signed SOX 302 certification and SEC 8‑K (Feb 7, 2025), demonstrating responsibility for controls and disclosures .
- Education: Not disclosed in reviewed filings .
Vesting Schedule & Notable Equity Dates
| Date | Event | Shares | Price/Value | Notes |
|---|---|---|---|---|
| Mar 1, 2024 | RSUs settled (stock bonus vesting for NEOs, including Hedges) | 4,578 | $86,524 total ($18.90 per share) | Shares subject to 6‑month sale restriction post‑issuance . |
| Feb 22, 2024 | Performance RSU grant (2024–2026) | Target 5,024 (2,512/5,024/7,536 threshold/target/max) | $95,004 grant‑date FV | Metric: 3‑yr Avg Annual Adjusted EBITDA % of Revenue . |
| Feb 24, 2025 | Performance RSUs (2022–2024 cycle) vested (companywide disclosure) | Cycle awards vested | — | Company disclosed vesting date; RSU sale restriction applies post‑issuance . |
Investment Implications
- Alignment and retention: Hedges’ compensation tilts to performance RSUs tied to 3‑year Adjusted EBITDA margins, creating clear alignment with profitability expansion; lack of SERP/COC agreement reduces guaranteed protection, modestly lowering retention cost but also executive downside insurance .
- Selling pressure windows: RSU settlements in Mar 2024 and Feb 2025 have mandated 6‑month holding periods; monitor post‑holding window periods for potential liquidity events; current disclosures show no hedging/pledging by Hedges, mitigating forced‑sale risk .
- Governance risk low: Strong clawback and anti‑hedging policies, non‑evergreen LTIP, and shareholder oversight on share pool expansion support compensation discipline; say‑on‑pay support (~91%) indicates investor acceptance of pay design .
- Performance linkage: With 2024 net loss and negative TSR vs S&P 500, the emphasis on Adjusted EBITDA % of revenue targets suggests meaningful upside payout sensitivity to margin improvement; investors should watch RSU performance determination at 2026 year‑end and interim disclosures on EBITDA trajectory .