Peter J. Gundermann
About Peter J. Gundermann
Peter J. Gundermann, 62, is Chairman of the Board, President, and Chief Executive Officer of Astronics Corporation. He has served as a director since 2001, CEO since 2003, and Chairman since June 2019. He previously led Astronics’ Aerospace and Defense subsidiaries from 1991–2003 and has been with the Company since 1988. He holds a B.A. in Applied Mathematics and Economics from Brown University and an M.B.A. from Duke University . Pay-versus-performance disclosures show CEO “compensation actually paid” tracked improving operating performance: value of an initial $100 TSR investment was $36.85 in 2022, $62.31 in 2023, and $57.08 in 2024, while the Company Selected Measure (average annual Adjusted EBITDA as % of average annual revenue over 3-year periods) moved 2.4% (2022) → 4.1% (2023) → 8.1% (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astronics Corporation | President, Aerospace & Defense subsidiaries | 1991–2003 | Built deep institutional aerospace knowledge; experience in M&A, finance, manufacturing, logistics, and product strategy . |
| Astronics Corporation | Various roles | 1988–1991 | Early tenure contributing to institutional knowledge and public company processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moog Inc. | Director | 2009–present | Adds aerospace ecosystem oversight and governance experience; potential industry information flow . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $588,604 | $606,262 | $636,300 |
| Bonus ($) | — | $385,213 (paid as stock in Mar-2024 at $19.17/sh) | $914,763 (cash; determined by 3-yr average sales growth) |
| Stock Awards (RSUs) – Grant Date Fair Value ($) | $200,010 | $200,405 | $500,170 |
| Option Awards – Grant Date Fair Value ($) | $800,000 | $800,406 | $799,690 |
| All Other Compensation ($) | $51,713 | $48,778 | $72,070 |
| Total Compensation ($) | $1,640,327 | $2,650,211 | $2,922,993 |
Notes:
- CEO receives no separate compensation for Board service .
- 2023 bonus was issued as stock in 2024; 2024 bonus paid in cash .
Performance Compensation
Annual Bonus (short-term incentive)
- Structure: Discretionary; not tied to specific objective targets; not capped .
- Determinants: Profitability, 3-year sales growth, individual performance, market comparisons, aerospace/defense industry context .
- 2024 basis: Average annual sales growth over the most recent three-year period .
Long-Term Incentives (2017 LTIP)
| Instrument | Grant Date | Metric / Terms | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs (performance) | Feb 22, 2024 | Average annual Adjusted EBITDA as % of average annual revenue (FY2024–FY2026); threshold/target/max shares defined; Adjusted EBITDA excludes extraordinary items at Committee’s discretion | 26,450 sh | Earnout contingent on performance; not yet disclosed; | Post-performance certification; schedule per award; |
| RSUs (performance) | Prior awards: FY2022–FY2024 | Average annual Adjusted EBITDA as % of average annual revenue (FY2022–FY2024) | See outstanding unearned counts below | All RSUs vested on Feb 24, 2025 | Vested Feb 24, 2025 |
| Stock Options | Dec 5, 2024 | 75,800 options @ $16.55; 10-year term | N/A | N/A | 33-1/3% annually starting Dec 5, 2024 |
Vesting events and realized value:
- RSUs vested (settled) on Mar 1, 2024: 9,556 shares; value realized $180,608 at $18.90/sh .
- No option exercises reported for 2024 .
Outstanding Equity Awards at 12/31/2024 (selected CEO items)
| Type | Quantity | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| Options | 115,800 | $11.13 | 12/9/2031 | Exercisable |
| Options | 83,333 (ex) / 41,667 (unex) | $9.74 | 12/16/2032 | Mixed |
| Options | 27,967 (ex) / 55,933 (unex) | $15.15 | 12/7/2033 | Mixed |
| Options | 75,800 (unex) | $16.55 | 12/5/2034 | Unexercisable; new grant |
| Performance RSUs (FY2022–FY2024) | 14,750 | — | — | Unearned at 12/31/2024; market value $235,410; all vested 2/24/2025 |
| Performance RSUs (FY2023–FY2025) | 13,550 | — | — | Unearned at 12/31/2024; market value $216,258 |
| Performance RSUs (FY2024–FY2026) | 26,450 | — | — | Unearned at 12/31/2024; market value $422,142 |
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Common Stock | 538,584 [includes 456,670 options exercisable within 60 days] | 1.7% | Options within 60 days included . |
| Class B Stock | 754,025 [includes 10,532 options exercisable within 60 days] | 15.7% | Options within 60 days included . |
Additional alignment indicators:
- No pledging disclosed for Mr. Gundermann in ownership footnotes; separate footnote shows pledging by another director (Brady) on Class B shares, not the CEO .
- Director stock ownership guideline: non-employee directors must hold ≥400% of annual cash retainer within four years; all non-employee directors in compliance as of 12/31/2024. CEO does not receive separate director compensation; guideline is for non-employee directors .
Employment Terms
| Provision | Key Terms | Economics |
|---|---|---|
| Employment Termination Benefits Agreement | Double-trigger required for equity acceleration upon change in control | Equity acceleration subject to double trigger . |
| Salary Continuation | Two years of salary upon termination on change of control (CEO) | $1,272,600 (assumes 12/31/2024) . |
| Insurance Coverage | Medical, life, disability premiums basis reflects 2024 premiums | $52,000 under CoC termination; $52,000 under 409A CoC termination . |
| Perquisites | Club membership; automobile | $17,880 (club; 409A CoC termination); $39,600 (auto; CoC and 409A CoC termination) . |
| Equity Vesting on CoC | Value of outstanding, unvested stock options at 12/31/2024 | $1,554,112 . |
| SERP (Supplemental Executive Retirement Plan) | CEO is a SERP participant; 100% vesting triggered by death, disability, involuntary termination with ≥10 yrs service, or termination upon Change of Control; benefits commence at later of termination or age 60; CEO age 62 at 12/31/2024 | Present value of SERP benefit varies by scenario: $7,206,000 (Death); $9,643,000 (Disability); $7,495,000 (Involuntary Termination); $7,907,000 (Termination on CoC) . Continued medical/dental/long-term care coverage PV $340,686 . |
Change-of-control and 409A events (CEO summary):
| Scenario | Salary Continuation | Insurance | Club | Automobile | Equity Vesting | SERP Benefit | Total (as of 12/31/2024) |
|---|---|---|---|---|---|---|---|
| Termination on Change of Control | $1,272,600 | $52,000 | — | $39,600 | $1,554,112 | $7,907,000 | $10,825,312 |
| Termination on 409A CoC Event | $1,272,600 | $52,000 | $17,880 | $39,600 | — | — | $1,382,080 |
Clawbacks, tax gross-ups, non-compete/non-solicit: Not disclosed in the cited materials. Skip.
Board Governance and Director Service
- Dual-role implications: CEO also serves as Chairman (since June 2019). Governance mitigants include a strong Lead Independent Director role, fully independent Board Committees, and regular executive sessions of independent directors; 8 of 9 directors are independent .
- Committees: Board Committees are fully independent; charters publicly available (Audit, Compensation, Nominating/Governance, Sustainability) .
- Election/terms: All directors elected annually; Board size increased to nine in Feb 2025 with the appointment of Fay West .
- Director compensation: CEO receives no separate compensation for service as a director . Non-employee directors in 2024 each received $80,000 cash retainer + RSUs with $120,003 grant-date fair value (6,346 RSUs vested in six months) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Approximately 91% of votes cast approved NEO compensation at the May 23, 2023 Annual Meeting; Committee maintained approach for 2025 .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CEO Summary Compensation Table Total ($) | $2,784,517 | $2,452,637 | $1,640,327 | $2,650,211 | $2,922,992 |
| CEO Compensation Actually Paid ($) | $(116,350) | $2,278,865 | $1,360,850 | $3,984,477 | $2,547,746 |
| TSR – $100 initial value | $47.33 | $42.93 | $36.85 | $62.31 | $57.08 |
| Peer Group TSR – $100 initial value (S&P 500) | $118.40 | $152.39 | $124.79 | $157.59 | $197.02 |
| Net Income (Loss) ($) | $(115,781,000) | $(25,578,000) | $(35,747,000) | $(26,421,000) | $(16,215,000) |
| Company Selected Measure: Avg Annual Adjusted EBITDA % of Avg Annual Revenue (3-yr) | 10.6% | 7.1% | 2.4% | 4.1% | 8.1% |
Compensation Structure Analysis
- Mix evolution: 2022 had no annual bonuses due to post-pandemic recovery; 2023 bonus paid as stock; 2024 bonus returned to cash and increased materially, consistent with 3-year sales growth basis .
- Long-term incentives: Continued use of performance RSUs tied to Adjusted EBITDA/revenue and sizeable option grants with multi-year vesting; indicates emphasis on both operational margin quality and shareholder value creation over time .
- Equity plan capacity: As of 12/31/2024, 2,301,443 securities to be issued upon exercise/settlement across equity plans; 695,742 remaining for future issuance; proposal to add 650,000 shares under amendment .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman): Potential governance concentration mitigated by strong Lead Independent Director and independent committees .
- Equity acceleration: Company requires double-trigger for equity acceleration under employment termination benefit agreements upon change-in-control; reduces single-trigger windfall risk .
- Pledging/Hedging: No pledging disclosed for CEO; pledging noted for another director, underscoring monitoring needs around Class B stock practices .
- Pay vs performance: CEO compensation actually paid tracked improvements in Adjusted EBITDA/revenue measure and TSR recovery in 2023, but 2024 TSR decreased vs 2023 while CAP remained elevated, requiring ongoing scrutiny for pay-for-performance alignment .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Ownership Guidelines | Non-employee directors: ≥400% of annual cash retainer; compliant as of 12/31/2024 . |
| CEO Ownership | Common 538,584 (1.7%); Class B 754,025 (15.7%); includes options exercisable within 60 days (Common 456,670; Class B 10,532) . |
| Vested vs Unvested | Multiple option tranches with mixed exercisable/unexercisable status; performance RSUs in three cycles (2022–24 vested Feb 24, 2025; 2023–25 and 2024–26 unearned at 12/31/2024) . |
Employment Terms (Severance & Change-of-Control Economics)
| Element | Trigger | Amount/Multiple |
|---|---|---|
| Salary Continuation | Termination on CoC | 2x salary; $1,272,600 (as of 12/31/2024) . |
| Insurance Coverage | Termination on CoC or 409A CoC | $52,000 . |
| Club Membership | Termination on 409A CoC | $17,880 . |
| Automobile | Termination on CoC or 409A CoC | $39,600 . |
| Equity Vesting | Termination on CoC | $1,554,112 value of unvested options (as of 12/31/2024) . |
| SERP Benefit | Various (Death/Disability/Inv. Term/CoC) | $7.206M (Death); $9.643M (Disability); $7.495M (Inv. Term); $7.907M (CoC) . |
| SERP Mechanics | Vesting and commencement | 100% vesting under specified triggers; SERP benefits commence at termination or age 60; CEO age 62 at 12/31/2024; continued medical/dental/LTC PV $340,686 . |
Board Service History and Committee Roles
- Service: Director since 2001; Chairman since 2019 .
- Committees: Board committees are fully independent; CEO is not a member of independent committees; charters public (Audit, Compensation, Nominating/Governance, Sustainability) .
- Independence: 8 of 9 directors are independent, indicating the CEO/Chairman is the sole non-independent director; mitigated via strong Lead Independent Director and executive sessions of independent directors .
- Director pay: CEO receives no director fees; non-employee director compensation detailed separately (cash + RSUs, six-month vest and holding period) .
Investment Implications
- Alignment: Significant personal ownership across Common and Class B shares, recurring performance RSUs tied to margin quality (Adjusted EBITDA/revenue), and multi-year option vesting align CEO incentives with long-term value creation; double-trigger equity acceleration reduces windfall risk .
- Retention risk: Robust SERP economics and two-year salary continuation on CoC materially reduce voluntary departure risk, but also elevate potential golden-parachute optics; monitor say-on-pay outcomes and any changes to severance multiples .
- Selling pressure: RSU vesting in March 2024 and performance RSUs vesting in Feb 2025 are potential supply overhangs; 2024 shows no option exercises, but sizable in-the-money tranches exist with long-dated expirations—watch Form 4 activity post-vesting windows .
- Governance: Dual role concentration (CEO + Chairman) is mitigated by independent committees and Lead Independent Director; continued transparency on succession planning and committee independence supports governance quality .
- Pay-for-performance: 2024 CAP decreased versus 2023 alongside TSR softness while the Company Selected Measure improved, indicating the framework is sensitive to operating performance; ongoing EBITDA margin progress will be key for incentive realization and investor confidence .