AstroNova, Inc. Amended and Restated Non-Employee Director Annual Compensation Program (Effective June 5, 2023)
AstroNova, Inc. has established an updated compensation program for its non-employee directors, effective June 5, 2023. Under this program, directors who are not company employees receive annual compensation in the form of restricted stock awards and cash payments, determined by the Compensation Committee. Compensation is provided quarterly and includes additional payments for directors serving as Chairman, Lead Independent Director, or committee members. Restricted stock awards vest immediately upon issuance. The program also outlines eligibility, proration for partial service, and reimbursement for board-related expenses.
Exhibit 10.19
ASTRONOVA, INC.
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR ANNUAL COMPENSATION PROGRAM
This Amended and Restated Non-Employee Director Annual Compensation Program (the “Program”), effective as of June 5, 2023 (the “Effective Date”), sets forth the annual compensation payable to members of the Board of Directors (the “Board) of AstroNova, Inc. (the “Company”) who are not also officers or other employees of the Company (each a “Non-Employee Director” and collectively, the “Non-Employee Directors”) for their Service as members of the Board. Each Non-Employee Director who is eligible to receive an Award of Restricted Stock or a payment of cash under this Program is hereinafter referred to as a “Participant.” Capitalized terms used, but not otherwise defined, in this Program shall have the meanings set forth in the Company’s 2018 Equity Incentive Plan (the “Plan”).
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(i) each Non-Employee Director shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as a Non-Employee Director for the relevant fiscal year;
(ii) each Non-Employee Director serving as Chairman of the Board shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as Chairman of the Board for the relevant fiscal year;
(iii) each Non-Employee Director serving as the Lead Independent Director of the Company shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as Lead Independent Director of the Company for the relevant fiscal year;
(iv) each Non-Employee Director serving as Chairman of the Audit Committee shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as Chairman of the Audit Committee for the relevant fiscal year;
(v) each Non-Employee Director serving as Chairman of the Human Capital and Compensation Committee shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as Chairman of the Human Capital and Compensation Committee for the relevant fiscal year;
(vi) each Non-Employee Director serving as Chairman of the Nominating and Governance Committee shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as Chairman of the Nominating and Governance Committee for the relevant fiscal year; and
(vii) each Non-Employee Director serving as a member of a Committee of the Board, but not serving as Chairman of such Committee, shall be paid an amount so that such Non-Employee Director receives a quarterly payment equal to twenty-five percent (25%) of the CC Determined Amount for serving as a member of such Committee of the Board for the relevant fiscal year.
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