Robert T. Brady
About Robert T. Brady
Robert T. Brady (age 84) is Lead Independent Director of Astronics Corporation (ATRO), serving since 1990, and chairs the Audit Committee; he is also a member of the Sustainability Committee. He holds a B.S. in Mechanical Engineering from MIT and an M.B.A. from Harvard Business School, and previously served as an officer in the U.S. Navy . The Board has designated him as an independent director and an audit committee financial expert; he has served as Lead Independent Director since February 2020 with defined liaison and agenda-setting responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog Inc. | Chairman of the Board | 1996–Jan 2014 | Led governance and strategic oversight at a major aerospace/industrial controls firm |
| Moog Inc. | Chief Executive Officer | 1988–Dec 1, 2011 | Extensive industry management experience aligned with Astronics’ markets |
| Moog Inc. | Director | 1984–Jan 2014 | Long-standing board service provided industry and governance insights |
| U.S. Navy | Officer | Pre-1966 | Leadership and discipline background |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| M&T Bank Corporation | Director | 1994–present |
Board Governance
- Independence, committees, and roles: The Board determined Brady is independent; he serves as Lead Independent Director, Audit Chair, and Sustainability Committee member .
- Attendance and engagement: In 2024, the Board held 7 meetings and the Audit Committee held 5; each director attended at least 75% of meetings of the Board and committees on which they served . In 2023, the Board held 5 meetings and the Audit Committee held 8 meetings .
- Executive sessions: Independent directors meet regularly in executive session; the Lead Independent Director presides and coordinates agendas with the Chair/CEO .
- Ownership guidelines: Directors must hold shares equal to 400% of annual cash retainer (excluding unvested awards); all non-employee directors were in compliance as of Dec 31, 2024 .
Fixed Compensation
| Component | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Annual retainer (cash) | $80,000 | $80,000 |
| Committee chair/member cash fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
Notes:
- Director compensation is structured as a fixed cash retainer plus equity grants (RSUs); no separate fees are disclosed for committee roles or meetings .
Performance Compensation
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| RSU grant date | Feb 23, 2023 | Feb 22, 2024 |
| RSUs granted (shares) | 7,438 | 6,346 |
| Fair value at grant | $110,008 | $120,003 |
| Vesting | Full vest after 6 months (Aug 23, 2023) | Full vest after 6 months (Aug 22, 2024) |
| Post-issuance holding | 6-month minimum holding period | 6-month minimum holding period |
| Options outstanding (year-end) | 17,000 Common; 5,703 Class B (as of Dec 31, 2023) | 15,000 Common; 4,053 Class B (as of Dec 31, 2024) |
Award practice and guardrails:
- Non-employee director RSUs vest no sooner than six months; shares issued upon settlement are subject to a six-month minimum holding period .
- LTIP prohibits option/SAR repricing without shareholder approval; plan term to May 31, 2027 with fixed share pool (no evergreen) .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Context |
|---|---|---|
| M&T Bank Corporation | Brady serves as Director | Banking oversight experience; Brady has pledged Astronics Class B shares as collateral at M&T Bank (see Equity Ownership – pledged shares) |
| Moog Inc. | Brady former Chairman/CEO; Astronics’ CEO Peter Gundermann is current Moog director | Industry network ties (not a current Brady interlock); may inform governance perspective and aerospace market knowledge |
Expertise & Qualifications
- Technical and industry expertise: Mechanical engineering (MIT) and extensive aerospace/defense leadership at Moog; audit committee financial expertise designated by the Board .
- Governance leadership: Lead Independent Director since Feb 2020 with defined responsibilities for information flow, agenda coordination, and presiding over executive sessions .
- Strategic and risk oversight: Active roles on Audit and Sustainability Committees; Board conducts annual self-evaluations; independent committees .
Equity Ownership
| Holder | Common Shares | Common % | Class B Shares | Class B % | Notable Details |
|---|---|---|---|---|---|
| Robert T. Brady | 94,014 | * | 179,129 | 3.7% | Includes 15,000 Common and 4,053 Class B options exercisable within 60 days; includes 120,000 Class B shares pledged as security on a secured line of credit at M&T Bank (no amounts currently drawn) |
Notes:
- “*” indicates less than 1% of the class as disclosed in the Security Ownership table .
- Directors as a class hold 1.1% of outstanding Common and 16.6% of outstanding Class B shares as of April 2, 2025, aligning Board interests with shareholders .
Governance Assessment
-
Strengths:
- Independence and leadership: Brady is independent, Lead Independent Director, and Audit Chair—positions that enhance board effectiveness and oversight of financial reporting and risk .
- Attendance and engagement: Directors met attendance expectations; Board and Audit committee met frequently in 2024 (7 and 5 meetings, respectively); executive sessions held regularly .
- Ownership alignment: Director stock ownership guidelines (400% of cash retainer) met by all non-employee directors as of Dec 31, 2024; Brady holds both Common and high-vote Class B shares .
- Compensation approach: Balanced cash ($80k) and equity RSUs (time-based, 6-month vest and hold) aligns incentives without short-term meeting-based fees; LTIP guardrails prohibit repricing and limit accelerated vesting .
-
Potential conflicts/RED FLAGS:
- Shares pledged: Brady has pledged 120,000 Class B shares as collateral to M&T Bank; while no borrowings are currently drawn, pledging can introduce forced-sale risk under adverse conditions and raises alignment concerns if margin calls occur (RED FLAG) .
- Tenure/refreshment: Very long tenure (since 1990) and age 84—Board states commitment to refreshment and skill diversity, but sustained long-tenured leadership may draw investor scrutiny on board renewal practices .
- Equity pool expansion/dilution: Board is seeking an amendment to increase LTIP shares by 650,000 (potential dilution ~7.39% when combined with outstanding awards), which investors may monitor for governance discipline around equity usage .
-
Policy environment:
- Hedging/derivatives: Current Insider Trading and Hedging Policy prohibits short sales, derivatives, and hedging/monetization transactions for directors and employees; the policy not explicitly addressing pledging underscores the need for enhanced controls given Brady’s pledged shares .
Supporting Data Extracts
Director Compensation – Brady (cash and equity)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $80,000 | $80,000 |
| RSU Awards (USD) | $110,008 | $120,003 |
| Total (USD) | $190,008 | $200,003 |
Committees and Attendance
| Board/Committee | 2023 Meetings | 2024 Meetings | Attendance Note |
|---|---|---|---|
| Board of Directors | 5 | 7 | Each director ≥75% attendance in both years |
| Audit Committee | 8 | 5 | Brady is Audit Chair; designated financial expert |
| Sustainability Committee | 2 | 2 | Brady member |
Security Ownership & Pledging (Brady)
| Security | Shares | % of Class | Details |
|---|---|---|---|
| Common Stock | 94,014 | * | Includes 15,000 options exercisable within 60 days |
| Class B Stock | 179,129 | 3.7% | Includes 4,053 options exercisable within 60 days; 120,000 shares pledged at M&T Bank; no amounts drawn |
Say-on-Pay (context for governance sentiment)
| Year | Approval |
|---|---|
| 2023 | ~91% of votes cast in favor |
LTIP Share Pool & Potential Dilution
| Item | Value |
|---|---|
| Additional shares requested | 650,000 |
| Shares available pre-amendment | 36,710 |
| Potential dilution (awards + availability) | ~7.39% |
Lead Independent Director responsibilities include coordinating agendas, presiding at executive sessions, acting as liaison on sensitive issues, and recommending special meetings as needed .
Director stock ownership guideline: 400% of annual cash retainer (average prior year closing prices), excluding outstanding equity awards; all non-employee directors compliant as of Dec 31, 2024 .
Insider Trading and Hedging Policy prohibits short sales, derivative transactions, and hedging/monetization arrangements for directors, officers, and employees .