UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ASTRONOVA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AstroNova, Inc.

600 East Greenwich Avenue

West Warwick, Rhode Island 02893

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 4, 201914, 2022

To the Shareholders of AstroNova, Inc.:

Notice is hereby given that the 20192022 Annual Meeting of Shareholders of AstroNova, Inc. (the “Company”) will be held at the officesby means of Foley Hoag LLP, Seaport West, 155 Seaport Boulevard, Boston, Massachusettsremote communication on Tuesday, June 4, 2019,14, 2022, beginning at 10:9:00 a.m., Eastern Daylight Time for the following purposes:

(1) To consider and vote upon the election of five directors to serve until the next annual meeting of shareholders or until their successors are elected and have qualified;

(2) To conduct a non-binding, advisory vote to approve the Company’s executive compensation;

(3) To consider and vote upon a proposal to approve and adopt the AstroNova, Inc. 2022 Employee Stock Purchase Plan;

(3) To ratify the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023; and

The close of business on April 12, 201918, 2022 has been fixed as the record date for determining shareholders entitled to attend or vote at the annual meeting or any adjournment thereof.

You may vote on these matters in personat the annual meeting or by proxy. Whether or not you plan to attend the meeting, please promptly complete and return the enclosed proxy card in the enclosed addressed, postage-paid envelope or vote via the Internet or telephone, so that your shares will be represented and voted at the meeting in accordance with your wishes. If you attend the meeting, you may withdraw your proxy or Internet or telephone vote and vote your shares by means of the remote platform.

The Company is mindful of the continuing impact of the COVID-19 pandemic, and the well-being of the Company’s shareholders, employees, officers, directors and other stakeholders is its primary concern. Accordingly, there will be no physical meeting, and the Annual Meeting of Shareholders will only be conducted via remote communication. In order to attend the meeting, you should register in person.advance at www.proxydocs.com/ALOT prior to the start of the meeting. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the meeting and give you the ability to submit questions. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email. As always, we encourage you to vote your shares prior to the annual meeting.

April 25, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2019.14, 2022.

The Company’s Proxy Statement form of proxy card, and Annual Report are available for viewing,

printing and downloading at:

http://www.proxydocs.com/ALOT

This website does not use “cookies” to track or identify visitors

AstroNova, Inc.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

June 4, 201914, 2022

The Meeting

The 20192022 annual meeting of shareholders of AstroNova, Inc. (the “Company”) will be held at 10:9:00 a.m., local time,Eastern Daylight Time, on Tuesday, June 4, 2019 at the offices14, 2022, by means of Foley HoagLLP, Seaport West, 155 Seaport Boulevard, Boston, Massachusetts.remote communications. At the meeting, shareholders of record on the record date for the meeting who are present or represented by proxy will have the opportunity to vote on the following matters:

Solicitation of Proxies

This proxy statement and the accompanying proxy card are expected to be first sent to shareholders on or about April 25, 2019.28, 2022.

The Board of Directors (the “Board”) of the Company is soliciting proxies in connection with its 20192022 annual meeting of shareholders. The Company will bear the cost of such solicitation. It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by directors, officers, and employees of the Company at nominal cost. The Company may reimburse brokerage houses and other custodians, nominees and fiduciaries holding stock for others in their names, or in those of their nominees, for their reasonableout-of-pocket expenses in sending proxy material to their principals or beneficial owners and obtaining their proxies.

The Company has engaged The Proxy Advisory Group,Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and informational support. The Company expects to pay The Proxy Advisory Group,Alliance Advisors, LLC fees and disbursements which are not expected to exceed $15,000 in the aggregate.

A list of shareholders entitled to vote will be available atvia the website for the annual meeting. In addition, you may contact David S. Smith, at the Company’s offices located at 600 East Greenwich Avenue, West Warwick, Rhode Island, to make arrangements to review a copy of the shareholder list at those offices, between the hours of 9:00 a.m. and 5:00 p.m., local time,Eastern Daylight Time, on any business day from May 24, 2019June 4, 2022 to the time of the annual meeting.

Attending the Annual Meeting

The annual meeting will be held through means of remote communications, only. In order to attend, you must register in advance at www.proxydocs.com/ALOT prior to the start of the meeting. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and give you the ability to vote and submit questions. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email. If you are planning to attend our virtual meeting, please register at the website by June 13, 2022, 11:59 p.m. Eastern Daylight Time.

How to Vote

You are entitled to one vote at the meeting for each share of common stock registered in your name at the close of business on the record date for the meeting. You

Shares Held of Record with Our Transfer Agent

If you are a shareholder of record, that is you have a stock certificate or hold your shares in an account with our transfer agent, Computershare, you may vote your shares at the virtual meeting in person or by proxy via mail, the Internet, or the toll-free number (for residents of the United States and Canada) listed on your proxy card.

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If any other business properly comes before the meeting, then the designated persons will have the discretion, to the extent authorized by applicable rules and regulations, to vote all shares they own or represent by proxy in any manner they deem appropriate.

If you vote by proxy, whether by mail, the Internet or telephone, you may revoke your proxy at any time before it is exercised by taking one of the following actions:

Shares Held by Brokers or Nominees

If the shares you own are held in “street name” by a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokers also offer the option of providing voting instructions to them over the Internet or by telephone, directions for which would be provided by your brokerage firm on your vote instruction form.

Under stock exchange rules applicable to most brokerage firms, if you do not give instructions to your broker, your broker will be permitted to vote any shares it holds for your account in its discretion with respect to “routine” proposals, but will not be allowed to vote your shares with respect to“non-routine” proposals.Proposal 1, regarding the election of Directors, Proposal 2, regarding the approval, on an advisory,non-binding basis, of the Company’s executive compensation, and Proposal 3, regarding the frequency with which advisory,non-binding votes to approveapproval and adoption of the Company’s executive compensation2022 ESPP, are held, and Proposal 4, regarding an amendment to the Company’s 2018 Equity Incentive Plan, are“non-routine” proposals. If you do not instruct your broker how to vote with respect to these proposals, your broker will not vote your shares on them and your shares will be recorded as “brokernon-votes” and will not affect the outcome of the vote on those proposals. “Brokernon-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that, while voting in its discretion on one matter, it does not have or did not exercise discretionary authority to vote on another matter.

Proposal 5,4, regarding the ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2020,2023, is considered to be a routine item under the applicable rules and your broker will be able to vote on this item even if it does not receive instructions from you, so long as your broker holds your shares in its name.

If a broker or nominee holds shares of common stock in “street name” for your account, then this proxy statement may have been forwarded to you with a voting instruction card, which allows you to instruct the broker or nominee how to vote your shares on the proposals described herein. To vote by proxy or instruct your broker how to vote, you should follow the directions provided with the voting instruction card.In order to have your vote counted on Proposal 1, Proposal 2 Proposal 3 and Proposal 4,3, you must either provide timely voting

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If You Receive More Than One Proxy Card or Voting Instruction Form

If you hold your shares in multiple accounts or registrations, or in both registered and street name, you will receive a proxy card or voting instruction form for each account. Please sign, date and return all proxy cards you receive from the Company. If you choose to vote by proxy via the telephone or the Internet, please vote once for each proxy card you receive. Only your latest dated proxy for each account will be voted.

Multiple Shareholders Sharing the Same Address

If you and other residents at your mailing address own shares of the Company’s common stock through a broker or other nominee, you may have elected to receivereceived only one copy of this proxy statement and the Company’s Annual Report for its fiscal year 2019 Annual Report.ended January 31, 2022 (“fiscal year 2022”). If you and other residents at your mailing address own shares of common stock in your own names, you may have received only one copy of this proxy statement and the fiscal year 20192022 Annual Report, unless you provided the Company’s transfer agent with contrary instructions. This practice, known as “householding,” is designed to reduce the Company’s printing and postage costs. You may promptly obtain an additional copy of this proxy statement enclosed proxy card and our fiscal year 20192022 Annual Report by sending a written request to AstroNova, Inc., attention Investor Relations Department, 600 East Greenwich Avenue, West Warwick, Rhode Island 02893, or by calling the Company’s investor relations department at617-542-5300. If you hold your shares through a broker or other nominee and wish to discontinue householding or to change your householding election, you may do so by contacting your broker or by calling (800)542-1061800-542-1061 or writing to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717. If you hold shares in your own name and wish to discontinue householding or change your householding election, you may do so by calling (877)373-6374877-373-6374 or writing to Computershare Investor Services at P.O. Box. 43078, Providence, RI 02940-3078.

Directions to the Annual Meeting

The annual meeting will be held at the offices of Foley Hoag LLP, Seaport West, 155 Seaport Boulevard, Boston, Massachusetts. For those planning to attend the annual meeting, directions to Foley Hoag’s offices can be found at www.proxydocs.com/ALOT.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the annual meeting, sixfive directors are to be elected to hold office until the next annual meeting and until their respective successors are elected and qualified. The persons named in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed, for the election to the Board of the persons named below. The biographies below contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE BOARD’S SIXFIVE NOMINEES FOR DIRECTOR.

Jean A. BuaAlexis P. Michas, 60,64, is the founder and has been Managing Partner of Juniper Investment Company, LLC since 2008. Juniper is also a director since November 2018. Ms. Bua has served as Executive Vice President, Chief Financial Officer, Chief Accounting OfficerPrincipal of Aetolian Investors, LLC, a registered commodity pool operator. Mr. Michas received a Bachelor of Arts degree from Harvard College and Treasurera Master of NetScout Systems,Business Administration degree from Harvard Business School. Mr. Michas is the Non-Executive Chairman of the board of BorgWarner Inc., a providerdirector of real-time operational intelligencefunds managed by Atlantic Investment Management, Inc., and performance analytics for service assurance and cyber security solutions, since September 2015. Prior to assuming her current role at NetScout Systems, Inc., Ms. Bua served as that company’s Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer from November 2011 until September 2015 and Vice President, Finance from September 2010 until November 2011. Prior to her tenure at NetScout Systems, Inc., Ms. Bua served as Executive Vice President, Finance & Treasurer of American Tower Corporation from 2005 to 2010 and served in various roles at Iron Mountain, Inc. from 1996 to 2005, most recently as Senior Vice President, Chief Accounting Officer and Worldwide Controller. Previously, she held senior positions at Duracraft Corp. and Keithley Instruments. Ms. Bua hasis also served as a management consultant at Ernst & Young and an auditor at KPMG. Since May 2017, she has served on the board of directorsprivately held Theragenics Corporation. Mr. Michas also served as the Non-Executive Chairman of CoreSite Realtythe board of Lincoln Educational Services Corporation until 2015, and as a providerdirector of data center and interconnection solutions acrossAllied Motion Technologies, Inc. until July 2017. Mr. Michas is the United States.Chairman of the U.S. Board of Trustees of Athens College, a non-profit organization. We believe that Ms. Bua’s expertise andMr. Michas’ many years of private equity experience across a wide range of industries, his successful record of managing investments in public company accountingcompanies and financial managementhis extensive transactional experience qualify herhim to serve on our board.Board.

Mitchell I. Quain, 67,70, has been a director since August 2011. Mr. Quain has served as a Senior Advisor at Carlyle Group,on the Executive Council of American Securities, Inc., a private equity firm, since January 2020. From December 2011.2011 to December 2019, Mr. Quain was a Senior Advisor at the private equity firm Carlyle Group. From January 2010 through December 2011, Mr. Quain was a Partner at One Equity Partners, a private investment firm. From 2006 through 2009, he was a Senior Director of ACI Capital Corp. From 2002 through 2005, Mr. Quain served as Chairman of Register.Com,Register.com, Inc., an internet services provider, and from 1997 to 2001 he was employed with ABN AMRO and its predecessors in several capacities, including Vice Chairman of Investment Banking. Mr. Quain also serves as a director of Digirad Corporation,Kensington Capital Acquisition Corp. V, a blank check company, Star Equity Holdings, a provider of mobile healthcare solutions and diagnostic imaging equipment and services, and Jason Industries, Inc., a manufacturing company operating in the seating, finishing, acoustics and components businesses.Williams Industrial Services. Mr. Quain previously served as a director of DeCrane Aircraft Holdings, Inc., Handy & Harman Ltd., Hardinge Inc., HEICO Corporation, Kensington Capital Acquisition Corp. I, Kensington Capital Acquisition Corp. II, MagneTek, Inc., Mechanical Dynamics, Inc., Jason Industries, RBC Bearings, Inc., Register.com, Inc., Tecumseh Products Company, Titan International, Inc., and Xerium Technologies, Inc. We believe that Mr. Quain’s extensive experience in the private equity sector and public company experience qualify him to serve on our Board.

Yvonne E. Schlaeppi, 59,62, has been a director since April 2018. Since 2011, Ms. Schlaeppi has served as a Managing Partner of Stratevise LLC, an international strategic advisory firm that she cofounded. SinceFrom 2016 through its going private in 2019, Ms. Schlaeppi has served on the board of directors of Stallergenes Greer plc, a pharmaceutical company traded

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a high-security document printing solutions provider and systems integrator, from 2007 to 2011 and as Executive Vice President, General Counsel and Corporate IP Officer at Organon BioSciences, a global pharmaceutical, animal health and biotech group based in the Netherlands, from 2006 tountil its sale in 2007. From 1999 to 2006 Ms. Schlaeppi was a partner at the Boston-based law firm of Palmer & Dodge LLP, where she served as Chairperson of that firm’s International Practice Group. From 1995 to 1998 Ms. Schlaeppi served in senior positions at Johnson Controls, Inc., a NYSE-listed diversified industrial company, including as General Counsel Europe. We believe that Ms. Schlaeppi’s extensive experience in international business and corporate governance, as well as relevant industry experience, qualify her to serve on our Board.

Harold Schofield, 77, has been a director since May 2012. Since Mr. 2004, Mr. Schofield has been the owner and manager of Schofield Imaging Associates, LLC, in Narragansett, Rhode Island, and, since January 2017, has served as interim chief executive officer of NuLabel Technologies, Inc., a developer and provider of adhesive solutions for labeling and decorating applications. Prior to founding Schofield Imaging Associates, LLC, Mr. Schofield was Founder, President and CEO of Atlantek Incorporated (“Atlantek”), a manufacturer of thermal printers and retired as Vice President and General Manager of Zebra Atlantek, Inc. following the acquisition of Atlantek by Zebra Technologies Corp. in November 2003. Prior to founding Atlantek, Mr. Schofield was Design Engineering Manager at Gulton Industries where he was responsible for design and development of thermal printers, plotters, and chart recorders. Mr. Schofield is an internationally recognized authority in the electronic printing field. We believe that Mr. Schofield’s long history and expertise in the printing and imaging field qualify him to serve on our Board.

Richard S. Warzala, 65,68, has been a director since December 2017. He is the President, Chief Executive and Chairman of the boardBoard of directorsDirectors of Allied Motion Technologies, Inc. (“Allied Motion”), a developer of advanced motion control products and systems, and has more than 40 years of leadership experience and a strong technical background in the industrial, aerospace and commercial industries. He joined Allied Motion as President and Chief Operating Officer in 2002. Mr. Warzala was elected a director of Allied Motion in 2006, appointed President and Chief Executive Officer in 2009, and elected as the Chairman of Allied Motion’s board of directors in 2014. Allied Motion designs, manufactures and sells precision and specialty motion control components and systems in markets including Vehicle, Medical, Aerospace & Defense, and Industrial/Electronics. Before joining Allied Motion, Mr. Warzala was President of Danaher Corporation’s Motion Components Group and served in various senior positions at American Precision Industries Inc., including Corporate Vice President and President of its API Motion Division. We believe that Mr. Warzala’s technology background and international industry experience, together with his corporate governance expertise, business insights and deep understanding of lean manufacturing principles, qualify him to serve on our Board.

Gregory A. Woods, 60,63, has served as Chief Executive Officer of the Company since February 1, 2014 and as a director since January 2014. Mr. Woods joined the Company in September 2012 as Executive Vice President and Chief Operating Officer and was appointed President and Chief Operating Officer on August 29, 2013. Prior to joining the Company, Mr. Woods served from January 2010 to August 2012 as Managing Director of Medfield Advisors, LLC, an advisory firm located in Medfield, Massachusetts focused on providing corporate

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CORPORATE GOVERNANCE

The Board of Directors –— Meetings and Committees

The Board currently consists of six members, all of whose terms will expire at the annual meeting. Effective as of the annual meeting, the size of the Board will be reduced to five members. Each of our current directors other than Ms. Bua and each of whomMr. Schofield has been nominated by the Board forre-election.re-election, and Mr. Michas has been nominated for election. During the fiscal year ended January 31, 2019,2022, the Board held elevenfive meetings. During fiscal year 2019,2022, each director other than Ms. Bua attended at least 75%all of the meetings of the Board and meetings of committees on which such director served. Following Ms. Bua’s election to the Board in November 2018, during fiscal year 2019 the Board and the committees on which Ms. Bua then served held a combined two additional meetings, both of which were scheduled prior to Ms. Bua’s appointment. At the time of her appointment, Ms. Bua had a prior commitment that conflicted with one of these previously scheduled board meetings, which prevented her from attending that meeting. During fiscal year 2020, the Board and committees on which Ms. Bua serves have met six times, and Ms. Bua has attended all of those meetings.

The Board has adopted a policy that requires members of the Board to make every effort to attend each annual shareholders meeting. All members of the Board then serving attended the 20182021 annual shareholders meeting.

The Board currently has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The members and chairs of each of those committees are appointed each year. The Audit Committee is currently comprised of Ms. Bua, Mr. Quain, Ms. Schlaeppi and Mr. Schofield. Following the annual meeting, the Audit Committee is expected to be comprised of Mr. Michas, Mr. Quain and Ms. Schlaeppi. The Nominating and Governance Committee is currently comprised of Ms. Bua, Mr. Quain, Ms. Schlaeppi, Mr. Schofield and Mr. Warzala. Following the annual meeting, the Nominating and Governance Committee is expected to be comprised of Mr. Quain, Ms. Schlaeppi and Mr. Warzala. The Compensation Committee is currently comprised of Messrs. Quain, Schofield and Warzala. Following the annual meeting, the Compensation Committee is expected to be comprised of Messrs. Michas, Quain and Warzala. Each of the members of our committees is independent as defined under the applicable NASDAQ listing standards and SEC rules. Each of the Audit, Compensation, and Nominating and Governance Committees has a written charter approved by the Board. A copy of each charter is available on the Company’s website at www.astronovainc.com under “Investors –— Corporate Governance –— Governance Documents.”

Audit Committee. The Audit Committee’s primary duties and responsibilities include: overseeing the integrity of the Company’s financial reports;reports, appointing, setting the compensation of and overseeing the Company’s independent accountants;accountants, and assessing the qualifications, independence and performance of the Company’s independent accountants and the adequacy of internal controls. The Audit Committee meets with the Company’s independent accountants to review quarterly financial results, the results of the audit, and other relevant matters. The Audit Committee held sevensix meetings during the fiscal year ended January 31, 2019.2022. The Board has determined that all members of the Audit Committee during fiscal year 2019 and all four current members of the Audit Committee2022 satisfy the financial literacy requirements of the NASDAQ listing standards and are independent as defined under the NASDAQ listing requirements and applicable SEC rules. Additionally, the Board has determined that that each of Ms. Bua, Mr. Michas and Mr. Quain qualifies as an “audit committee financial expert” as defined by the SEC rules and possesses “financial sophistication” as described in the NASDAQ listing standards. During fiscal year 2019, until his retirement from the Board on April 3, 2018, Graeme MacLetchie served on the Audit Committee.

Compensation Committee. The Compensation Committee assists the Board in discharging the Board’s responsibilities relating to director and executive compensation. The Compensation Committee’s responsibilities include: establishing and reviewing the Company’s executive and director compensation philosophy, strategies, plans and policies; making recommendations with respect to the design of the Company’s incentive compensation plans and equity based plans; granting awards under such plans and overseeing generally the

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responsibilities include: (i) advising the Board concerning appropriate composition of the Board and its committees, including identifying individuals qualified to be members ofserve on the Board and its committees, (ii) recommending suchto the Board individuals to be nominated by the Board for election to the Board by the shareholders.shareholders or, in appropriate circumstances, elected by the Board to fill vacancies on the Board, (iii) advising the Board regarding appropriate governance practices and assisting the Board in achieving them, and (iv) overseeing and reporting to the Board concerning the periodic evaluation of the Board, each committee of the Board and members of the Board. The Board is currently in the process of conducting a self-evaluation that is being overseen by the Nominating and Governance Committee. The Nominating and Governance Committee is also responsible for reviewing director candidates nominated by shareholders. During fiscal year 2019,charged with advising the board regarding applicable standards to be used in determining the independence of the directors serving on the Board, expanded the Nominatingreviewing and Governance Committee’s rolemaking recommendations to include advising the Board regarding appropriatethe Company’s corporate governance practices, includingpolicies, overseeing the Company’s director education and onboarding programs, and reviewing and monitoring the Company’s executive officer succession planning, and overseeing periodic evaluations of the Board, its committees, and the directors.plans. The Nominating and Governance Committee held seventhree meetings in the fiscal year ended January 31, 2019. During fiscal year 2019, until his retirement from the Board on April 3, 2018, Graeme MacLetchie served on the Nominating and Governance Committee.2022.

Director Share Ownership Requirements. The Company has a stock ownership policy that requires each director to hold shares of Company common stock with a value equal to at least $200,000. Any director who does not currently meet this requirement will have five years from the laterdate of April 1, 2015 or his or her initial election to the Board to achieve this ownership level. Directors are expected to retain at least 50% of the shares acquired upon exercise of any stock option (net of any shares withheld for payment of taxes) or vesting of a restricted stock or restricted unit award until they achieve the specified ownership level and thereafter maintain such ownership level. Currently, allAll of our current directors meet the ownership requirement, with the exceptionrequirement. Mr. Michas does not directly own any shares of Ms. Bua, who was appointed to the Board in November 2018, Ms. Schlaeppi, who was appointed to the Board in April 2018, and Mr. Warzala, who was appointed to the Board in December 2017.Company common stock.

Compensation Committee Interlocks and Insider Participation

During the fiscal year 2019,ended January 31, 2022, Messrs. MacLetchie, Quain, Schofield, and Warzala served on the Company’s Compensation Committee. No member of the Company’s Compensation Committee who currently serves or who served during fiscal year 20192022 has ever been an officer or employee of the Company or any of its subsidiaries. None of the Company’s executive officers serves as a director or member of the compensation committee of another entity in a case where an executive officer of such other entity serves as a director of the Company or a member of the Company’s Compensation Committee.

Nomination of Directors

The Nominating and Governance Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. As part of its ongoing succession planning, the Nominating and Governance Committee makes periodic recommendations to the Board regarding the desired characteristics for potential directors, including with respect to competencies, special knowledge or expertise, experience of members, diversity and age. In all cases, the Nominating and Governance Committee seeks individuals who possess the highest ethical standards and integrity, have a history of achievement that reflects superior standards for themselves and others, have the ability to provide wise, informed and thoughtful counsel to management on a range of issues, exercise independence of thought, and possess skills and expertise appropriate

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Shareholders may send recommendations for director nominees to the Nominating and Governance Committee at the Company’s offices at 600 East Greenwich Avenue, West Warwick, Rhode Island 02893. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness to serve as a director. In addition, Section 10 of Article III of the Company’sBy-Laws sets forth specific procedures that, if followed, enable any shareholder entitled to vote in the election of directors to make nominations directly at an annual meeting of shareholders. These procedures include a requirement for written notice to the Company not more than 150 days nor less than 60 days prior to the scheduled annual meeting, andwhich must contain the name and certain information concerning the nominee and the shareholders who support the nominee’s election. For the annual meeting to be held in 2020,2023, the notice must be received no earlier than December 21, 201917, 2022 and no later than March 20, 2020.17, 2023. A copy of the Company’sBy-Laws may be obtained by writing to AstroNova, Inc., Attn: Investor Relations Department, 600 East Greenwich Avenue, West Warwick, Rhode Island 02893.

Board of Directors Diversity Matrix

NASDAQ’s Board Diversity Rule, approved by the SEC on August 6, 2021, requires that companies listed on NASDAQ’s U.S. exchange publicly disclose board-level diversity statistics. The matrix below reflects the diversity of our Board as of April 25, 2022 based on the self-identified characteristics of our directors. The characteristics are based on the NASDAQ rule.

Communications with the Board of Directors

The Company’s Board provides a process for shareholders to communicate directly with the members of the Board or the individual chairman of each standing committee. Any shareholder with a concern, question or complaint regarding our compliance with any policy or law, or who would otherwise like to contact the Board, may communicate directly with the directors by writing directly to those individuals c/o AstroNova, Inc., 600 East Greenwich Avenue, West Warwick, Rhode Island 02893. The Company’s general policy is to forward, and not to intentionally screen, any mail received at the Company’s corporate offices that is sent directly to an individual unless the Company believes the communication may pose a security risk.

Board Leadership Structure

All members of the Board, other than Mr. Woods, are independent and all our key committees –— Audit, Compensation, and Nominating and Governance –— are, and during the fiscal year 2019ended January 31, 2022 were, comprised solely of independent directors. Thenon-management directors meet in executive session at least quarterly in order to promote discussion among the independent directors and assure independent oversight of management.

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A key component of our leadership structure is the active role played by our independent directors in overseeing the Company’s business, both at the Board and Committee level. All of our directors are free to suggest the inclusion of items on the agenda for meetings of the Board or to raise subjects that are not on the agenda for that meeting. In addition, our Board and each committee have complete and open access to any

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anon-employee director is serving on our Board he or she may not sell or otherwise dispose of any of our stock received in connection with his or her service on our Board (whether that stock was granted under the NewDirector Compensation Program, any predecessor program or otherwise) if thatnon-employee director has not satisfied the requirements of any stock ownership guidelines established for directors by the Board or if the transfer would cause him or her to be out of compliance with any such guidelines.

Pursuant to the NewDirector Compensation Program,each non-employee director will also receivedirector receives cash payments for their service on the Board and its committees. The amounts of those payments for the fiscal year 2020 will be:ended January 31, 2022 were:

Cash payments will beare madeto non-employee directors in four equal tranches on the dates of the Board’s regular quarterly meetings. No changes were made to the cash component of the Director Compensation Program for the fiscal year ended January 31, 2023.

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Security Ownership of Directors and Officers

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of April 12, 201918, 2022 by each director or nominee for director, by each executive officer named in the Summary Compensation Table and by all directors and executive officers as a group. Unless otherwise noted, all shares of common stock are subject to the sole voting and dispositive power of the respective directors and executive officers.

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Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act, requires the directors and executive officers of the Company and any persons who beneficially own more than ten percent of the Company’s common stock to file with the SEC various reports of beneficial ownership and changes in beneficial ownership. Based solely on a review of the copies of such reports received by the Company and certain written representations that no other reports were required, the Company believes that for the fiscal year ended January 31, 2019,2022, all of its officers, directors and

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COMPENSATION DISCUSSION &AND ANALYSIS

The Compensation Committee of the Company’s Board of Directors (the “Committee”) is charged with the responsibility for establishing, implementing and monitoring adherence to the Company’s compensation philosophy and ensuring thatsetting the compensation for our executives and key management personnel are effectively compensated in a manner which is internally equitable. The Committee also is responsible for reviewing and establishing the compensation of directors.

Compensation Philosophy and Objectives. The Committee’s overall philosophy in terms of executive compensation is to link management incentives with the actual financial performance of the Company. Similarly, the compensation should attract, retain, and motivate highly qualified individuals to achieve the Company’s business goals and link their interests with shareholder interests. In setting compensation for the Company’s executive officers, the Committee considers the executive’s performance, awards, if any, made during prior years and other relevant factors. The Committee seeks to have the long-term performance of the Company’s common stock reflected in executive compensation through our equity incentive programs.

Elements of Compensation. The total compensation program for the Company’s executive officers consists of the following:

The Committee seeks to structure each element of compensation to attract and retain the necessary executive talent, reward annual performance and provide incentives for achieving both long-term strategic goals as well asand short-term performance goals. The Committee’s policy for allocating between currently paid and long-term compensation is to ensure adequate base compensation to attract and retain personnel, while providing incentives to maximize long-term value for our shareholders.

Say on Pay Consideration. In accordance with SEC rules, the Company conducted anon-binding, advisory vote on the Company’s executive compensation at its 20182021 annual meeting. The Company’s shareholders voted to approve the Company’s executive compensation practices at the 20182021 annual meeting by a favorable vote of approximately 98.4%89.1% of the votes cast.

Setting Executive Compensation. The Committee is responsible for establishing and periodically reviewing the compensation of the Company’s executive officers and approving all equity awards. The Committee annually reviews the performance of the executive officers and, based on these reviews, the Committee determines salary adjustments and annual awards. Mr. Woods does not participate during deliberations regarding his compensation.

In fiscal year 2019, the Committee engaged a compensation consultant, Radford, an Aon Hewitt company, to assist the Committee in assessing the amount and structure of the compensation paid to the Company’s executive officers. As part of its engagement, Radford assisted the Committee in assessing the competitiveness of the Company’s executive compensation practices compared to a peer group of companies, which was identified

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the Company. Annual salary adjustments are made effective April 1 of each year. Effective as of April 2, 2018,1, 2021, the Committee set the fiscal year 20192022 annual salaries of the Named Executive Officers as follows:

Cash Incentive and Bonus Awards. Annual cash incentive awards are an important component of total executive cash compensation because they reward the Company’s executives for achieving targeted, annual results and emphasize variable or “at risk” compensation. Fromtime-to-time the Committee awards discretionary cash bonuses to the Company’s executives to reward their efforts in extraordinary circumstances.

Senior Executive Short-Term Incentive Plan

During late 2014, the Committee engaged Radford to conduct an assessment of the Company’s executive compensation program, including a review of executive base salaries, short-term incentive opportunities, and long-term incentives and pay mix as compared to the competitive market. Following receipt of Radford’s report in March 2015, the Committee approved the STIP for the fiscal year beginning February 1, 2015. The STIP has been amended from time to time by the determinations of the Committee in connection with the establishment of annual awards and performance goals. Participants in the STIPCompany’s Senior Executive Short-Term Incentive Plan (“STIP”) (which may include any executive officer, vice president or director-level manager) are determined annually by the Committee. Awards under the STIP are earned based on achieving or exceeding annual financial objectives, which the Committee has full discretion to establish for each plan year. In April 2018, the Committee established objectives for fiscal year 2019 (the “2019 Performance Goals”) of consolidated revenue of $139,000,000 (the “Consolidated Revenue Performance Goal”) and operating income of $7,949,000 (the “Consolidated Operating Income Performance Goal”).

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The threshold and target for the 2022 Performance Goal and the corresponding amount of the STIP paid based on the Company’s results for fiscal year 2019, the Award Components2022 were as follows:

For purposes of the Operating Income RSUs have become earned.performance-based restricted stock units, “Earned Revenue Percentage” for a Performance Year means the percentage obtained by dividing (i) the Company’s revenue for that Performance Year, as determined by the Compensation Committee in accordance with United States generally accepted accounting principles (the “Revenue”), minus the Adjusted Performance Threshold for that Performance Year by (ii) the performance target minus the Adjusted Performance Threshold for that Performance Year. If the revenue for any Performance Year is less than or equal to the Adjusted Performance Threshold for that Performance Year, the Earned Revenue Percentage for that Performance Year shall be zero, and if the Revenue for any Performance Year is equal to or exceeds the Annual Performance Target, the Earned Revenue Percentage for that Performance Year shall be 100%. The “Adjusted Performance Threshold” for a Performance Year means the greater of (i) the performance threshold and (ii) the highest revenue for any previously completed Performance Year.

Because the Company’s fiscal year 20192022 revenue had beenwas less than the Revenue Goal Threshold, thenthreshold, none of the Revenue RSUs would have been earned, and if the Company’s fiscal year 2019 operating income had been less than the Operating Income Goal Threshold, then none of the Operating Income RSUs would have been earned.

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earlier of (i) 180 days prior to the occurrence of the change in control and (ii) the announcement of a transaction expected to result in a change in control, and ending on the second anniversary of the occurrence of a change in control.

Severance payments to Mr. Woods include (i) payment of one andone-half times the sum of (A) his annual salary and (B) the greater of the amount of his target bonus for the fiscal year in progress or the highest annual bonus paid to him in the prior three years (collectively, “base“Mr. Woods’ base compensation”), (ii) a portion of Mr. Woods’ bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved, (iii) immediate vesting of all unvested stock options and restricted stock awards, (iii)(iv) continued health coverage for 18 months or until he receives benefits from another employer, if earlier, and (iv)(v) reimbursement for outplacement services in an amount not to exceed 17% of hisMr. Woods’ base compensation. Severance payments to Mr. Smith include (i) payment of the sum of (A) his annual salary and (B) 75% of the amount of his target bonus for the fiscal year in progress (collectively, “Mr. Smith’s base compensation”), (ii) a portion of Mr. Smith’s bonus for the fiscal year in progress, prorated based upon the number of days elapsed since the commencement of the fiscal year and calculated assuming that 100% of the target under the bonus plan is achieved, (iii) immediate vesting of all unvested stock options, restricted stock, time-based restricted stock units and earned performance-based restricted stock units (provided that performance-based restricted stock units shall be deemed to have been earned only to the extent that they are earned in accordance with their terms as of the Change in Control Date and only the time-based vesting of such earned units shall be accelerated under Mr. Smith’s CIC Agreement, (iv) continued health coverage for 12 months or until he receives benefits from another employer, if earlier, and (v) reimbursement for outplacement services in an amount not to exceed 17% of Mr. Smith’s base compensation.

If any payment or benefit under the CIC Agreement or under any other plan or agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, and if Mr. Woods or Mr. Smith would be in a betterafter-tax position by reducing the such payments or benefits, the amounts payable under the applicable CIC Agreement will be reduced to the extent necessary to avoid the excise tax payable under Section 280G.

Employment Agreements and Severance Benefits. Except for the CIC AgreementAgreements with Mr. Woods and Mr. Smith, we generally do not provide any severance benefits to our Named Executive Officers other than those provided to all employees. Severance benefits vary based upon salary levels and length of service.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis included above. Based on these reviews and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion & Analysis be included in the Company’s Annual Report on Form10-K for the fiscal year ended January 31, 20192022 for filing with the SEC through incorporation by reference of this Proxy Statement.

Compensation Committee:

Richard S. Warzala (Chairman)

Mitchell I. Quain

Harold Schofield

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EXECUTIVE COMPENSATION

The following table provides information regarding the total compensation paid or accrued by the Company to each of its Named Executive Officers.

Summary Compensation Table

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Grants of Plan-Based Awards

The following table provides information on all plan-based awards by the Company for the fiscal year ended January 31, 20192022 to each Named Executive Officer.

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Outstanding Equity Awards at FiscalYear-End

The following table provides information on all outstanding equity awards held by each of the Named Executive Officers as of January 31, 2019.2022.

Risk Related to Compensation Policies

The Company’s compensation policies and practices for its employees, including its executive compensation program described in Compensation Discussion and Analysis, aim to provide a risk-balanced compensation package which is competitive in our market sectors and relevant to the individual executive. The Company expects to continue to award to certain executives and employees, upon satisfaction of applicable performance conditions and subject to future approval and grant by the Compensation Committee, equity and cash-based awards. Because the Company’s equity incentive programs provide for a blend of short-term and long-term goals, and include substantial vesting features, the Company believes that the structure of its compensation plans discourages short-term risk taking and aligns the interest of its executives and managers with those of its shareholders. The Company does not believe that risks arising from these practices, or its compensation policies and practices considered as a whole, are reasonably likely to have a material adverse effect on the Company.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. The Audit Committee is composed of four directors, each of whom is independent as defined by the NASDAQ listing standards and SEC rules. The Audit Committee operates under a written charter approved by the Board.

Management is responsible for the Company’s internal controls and financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee’s responsibilities focus on two primary areas: (1) the adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial statements; and (2) the independence and performance of the Company’s independent accountants. The Audit Committee has sole authority to select, evaluate and when appropriate, to replace the Company’s independent auditors.

The Audit Committee has met with management and the Company’s independent accountants, Wolf & Company, P.C., to review and discuss the January 31, 20192022 financial statements. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants. The Audit Committee also discussed with Wolf & Company, P.C. the matters required to be discussed by Auditing Standard No. 16 (Communication with Audit Committees) issued bythe applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee also received from Wolf & Company, P.C. the written disclosures and the letter from Wolf & Company, P.C. pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding Wolf & Company, P.C.’s communications with the Audit Committee concerning independence, and has discussed with Wolf & Company, P.C. its independence from the Company.

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RELATED PARTY TRANSACTIONS

Potential conflicts of interest and related party transactions are referred by the Board to the Audit Committee for review and approval. In reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a guide.

No officer, director or nominee for director of the Company or any associate of any of the foregoing had during the period beginning on February 1, 20182020 through the date of this proxy statement any material interest, direct or indirect, in any material transaction or any material proposed transaction in which the amount exceeds $120,000 and to which the Company was or is to be a party.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information about the Company’s equity compensation plans as of January 31, 2019:2022:

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PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by the Section 14A(a)(1) of the Exchange Act, the Board is providing shareholders with the opportunity to cast an advisory vote on the Company’s executive compensation at the annual meeting through the following resolution:

“RESOLVED, that the shareholders approve the Company’s executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding Named Executive Officer compensation (together with the accompanying narrative disclosure) in the Company’s Proxy Statement.”

The Board believes that the Company’s compensation policies and procedures, which are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement and in the tables and narrative in the “Executive Compensation” section, are strongly aligned with the long-term interests of shareholders. These policies and procedures balance short-term and longer-term compensation opportunities to assure that the Company meets short-term objectives while continuing to produce value for our shareholders over the long term.

Approval of this proposal requires the affirmative vote of a majority of the shares of common stock entitled to vote and present in person or represented by proxy at the annual meeting. Abstentions will have the same effect as a vote against the proposal, and brokernon-votes will have no effect on the outcome of the vote. This vote will not be binding on or overrule any decisions by the Board or any committee thereof, will not create or imply any additional fiduciary duty on the part of the Board, and will not restrict or limit the ability of the Company’s shareholders to make proposals for inclusion in proxy materials related to executive compensation. However, the Compensation Committee and the Board will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board recommends a vote “FOR” approval of the Company’s executive compensation, as described in the Compensation Discussion and Analysis, and the tabular disclosure regarding Named Executive Officer compensation (together with accompanying narrative disclosure) in this Proxy Statement.

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PROPOSAL NO. 3

ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTESOverview

As requiredof April 18, 2022, there were 2,282 shares available for issuance under the Company’s Amended and Restated Employee Stock Purchase Plan (the “Prior ESPP”). The Board and the Compensation Committee believe that offering an employee stock purchase plan is important to the ability of the Company to compete for talent, and on April 28, 2022, the Board adopted, subject to stockholder approval, the AstroNova, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”) to replace the Prior Plan. The 2022 ESPP will provide eligible employees an opportunity to purchase shares of the Company’s common stock at a discount through accumulated contributions of their earned compensation. Effective upon the approval of the 2022 ESPP the Prior ESPP will be terminated.

The 2022 ESPP’s initial share reserve which the Company is asking its stockholders to approve is 40,000 shares of the Company’s common stock. Following the 2022 ESPP’s effectiveness, offering periods will not commence under the 2022 ESPP until determined by the Section 14A(a)(2)Board or the Compensation Committee. The closing price on NASDAQ per share of the Exchange Act, we are providing shareholdersCompany’s common stock was $12.55 on April 25, 2022, the opportunitymost recent practicable date prior to advise on how frequently we should include in our Proxy Statement a vote on our executive compensation similar to Proposal No. 2the date of this Proxy Statement. We are required to hold this advisory vote onproxy statement. Based upon such price, the frequencymaximum aggregate market value of the advisory vote on executive compensation at least once every six years. The Board will consider carefully the results of shareholder voting upon the frequency of inclusion of our proposal regarding approval of our executive compensation, but the final vote is advisory in nature and not binding upon the Board. By voting on this proposal, shareholders may indicate whether they prefer an advisory vote on named executive compensation once every one, two, or three years. We ask that you support a frequency period of every year for futurenon-binding shareholder votes on executive compensation.

The Board believes that an annual advisory vote on executive compensation will allow our shareholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year.

The voting frequency option that receives the greatest number of votes cast by the shares of our common stock entitled to vote and present in person or represented by proxy at the annual meeting will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. Abstentions and brokernon-votes will have no effect on the outcome of the vote on this proposal. However, because this vote is advisory and not binding on the Board of Directors or the Company in any way, the Board of Directors may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option selected by our shareholders.

The Board recommends a vote for “EVERY YEAR” on the frequency of our submission of a vote of shareholders for approval of the Company’s executive compensation.

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providing servicesAdministration

The 2022 ESPP will be administered by the Compensation Committee, the Board or another board committee pursuant to the terms of the 2022 ESPP. The plan administrator, which initially will be the Compensation Committee, will have full authority to make, administer and interpret such rules and regulations regarding the 2022 ESPP as it deems advisable.

Eligibility

Any employee of the Company by providing them with the opportunityor one of its affiliates or subsidiaries that has been designated to enhance their own financial interest through acquisition of stockparticipate in the Company2022 ESPP is eligible to participate in the 2022 ESPP so long as the employee is customarily employed for at least 20 hours a week and more than five months in a calendar year. No person who owns or holds, or as a result of participation in the long-term growth and financial success2022 ESPP would own or hold, shares of the Company, thereby strengtheningCompany’s common stock or options to purchase the financial relationship between these individuals and shareholders.

Authorized Shares.If shareholders approve the proposed amendment to the 2018 Plan, 488,631 shares would be available for future grantsCompany’s common stock that together equal 5% or awards under the 2018 Plan, based on the number of awards outstanding on April 12, 2019. Shares of stock will not be deemed issued pursuant to the 2018 Plan to the extent an award is settled in cash in lieu of stock. Shares subject to awards issued under the 2018 Plan or awards outstanding under the 2015 Plan that are forfeited, canceled, satisfied without the issuance of stock, otherwise terminated, or, for shares of stock issued pursuant to any unvested award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise) will be “added back” and become available for future awards. Shares tendered or withheld in satisfaction of the exercise pricetotal combined voting power or value of an option or withheld in satisfactionall classes of tax withholding obligations will not be “added back” or otherwise increase the number of shares available for grant under the 2018 Plan. Shares issued under the 2018 Plan may be of original issuance, treasury shares or other shares, or a combination of the foregoing.

Shares of commoncapital stock issued as substitution awards in connection with the Company’s merger with or acquisition of another company will not decrease the number of shares available for grant under the 2018 Plan, but shares of common stock subject to substitution awards will not be available for further awards under the 2018 Plan if the substitution awards are forfeited, expire or are settled in cash. The Company may use shares under apre-existing, shareholder approved plan of a company acquired by the Company for awards under the 2018 Plan, which shares will not decrease the number of shares available for grant under the 2018 Plan, but such shares may only be used for grants of awards made prior to the expiration of thepre-existing plan and to persons who were not employees or directors of the Company or any parent or subsidiary priorthereof is entitled to such acquisition.

Administration.    The 2018 Plan is administered byparticipate in the Committee. The Committee may delegate to the CEO the right to grant awards to employees who are not directors or executive officers of the Company. The Committee is authorized to interpret the 2018 Plan and related agreements and documents and to take various other actions with respect thereto.

Eligibility.    Awards under the 2018 Plan2022 ESPP. No employee may be granted an option under the 2022 ESPP that permits the employee’s rights to executive officers and other employeespurchase the Company’s common stock to accrue at a rate of more than $25,000 (determined using the fair market value of the Company and its subsidiaries andstock at the Company’snon-employee directors. In addition,time such option is granted) in any calendar year.

Participation in the Committee may select certain consultants and advisers2022 ESPP is limited to eligible employees who authorize payroll deductions equal to a whole percentage of base pay for allocation to the Company2022 ESPP. Employees may authorize payroll deductions with a minimum of 1% of base pay and a maximum of 15% of base pay. As of April 18, 2022, there are currently approximately 334 employees who will be eligible to participate in the 2022 ESPP. Once an employee becomes a participant in the 2022 ESPP, that employee will automatically participate in successive offering periods, as described below, until such time as that employee withdraws from the 2022 ESPP, becomes ineligible to participate in the 2022 ESPP, or its subsidiaries to receive awardshis, her or their employment ceases.

Offering Periods and Purchase Periods

Unless otherwise determined by the plan administrator, each offering of the Company’s common stock under the 2018 Plan. Incentive2022 ESPP will be for a period of three months, which is referred to as an “offering period.” The first offering period under the 2022 ESPP will begin and end on such date or dates as determined by the plan administrator. Subsequent offerings under the 2022 ESPP will generally begin on the first business day occurring on or after each January 1, April 1, July 1 and October 1, and will end on the last business day occurring before the January 1, April 1, July 1 and October 1 thereafter, respectively. Shares are purchased on the last business day of each offering period, with that day being referred to as an “exercise date.” The plan administrator may establish different offering periods or exercise dates under the 2022 ESPP. The 2022 ESPP will include a component, or the “423 Component,” that is intended to qualify as an “employee stock optionspurchase plan” under Code Section 423, and a component that does not comply with Code Section 423, or the “Non-423 Component.” For purposes of this summary, a reference to the 2022 ESPP generally will mean the terms and operations of the 423 Component.

Except as may be granted onlypermitted by the plan administrator in advance of an offering, a participant may not increase or decrease the amount of his, her or their payroll deductions during any offering period but may increase or decrease his, her or their payroll deduction with respect to individuals who,the next offering period by filing a new enrollment form within the period beginning 15 business days before the first day of such offering period and ending on the day prior to the first day of such offering period. A participant may withdraw from an offering period at any time without affecting his, her or their eligibility to participate in future offering periods. If a participant withdraws from an offering period, that participant may not again participate in the same offering period, but may enroll in subsequent offering periods. An employee’s withdrawal will be effective as of the timenext business day following the date that the plan administrator receives the employee’s written notice of grant, are employees of the Company or its subsidiaries. The 2018 Plan’s eligibility criteria are intended to encompass a group which is currently estimated at approximately 380 individuals, which includes 5non-employee directors and 5 executive officers. The actual number of individuals who will receive an award cannot be determined in advance because the Committee has discretion to select the participants.

Available Awards.    The 2018 Plan allows for a range of equity-based compensation, including stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and other stock-based awards. Each type of award is described below under “Types of Awards Authorized Under the 2018 Plan.” Each award grantedwithdrawal under the 2018 Plan will be evidenced by an award agreement containing such terms and provisions, consistent with the 2018 Plan, as the Committee may approve.2022 ESPP.

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Limit on Director Awards.Exercise of Purchase Right     The 2018 Plan provides that

On the aggregate grantexercise date fair value (computed asof each offering period, the employee is deemed to have exercised the option, at the exercise price, for the lowest of (i) a number of shares of the date of grant in accordance with applicable financial accounting rules) of all awards granted to anynon-employee director during any single fiscal year, excluding awards to a director as all or a portion of Board or committee retainers or meeting fees or pursuant to any election by a Director to receive an Award in lieu of all or a portion of any cash retainers or meeting fees, shall not exceed $100,000.

Minimum Vesting Requirements.    Awards granted to employees under the 2018 Plan (other than substitute awards in connection with an acquisition) may not vest or otherwise become exercisable earlier than one year following the date of grant, subject to accelerated vesting in the Committee’s discretion in the event of the death or Disability (as defined in the 2018 Plan) of the participant, special circumstancesCompany’s common stock determined by dividing such employee’s accumulated payroll deductions or contributions on such exercise date by the Committee, or a Change in Control (as defined in the 2018 Plan). The foregoing vesting restrictions do not apply to grants of up to 5% ofexercise price; (ii) the number of shares of the Company’s common stock available for awards on the effective date of the 2018 Plan or to awards granted tonon-employee directors or consultants.

Repricing Prohibited.    The Committee may not authorize the amendment of an outstanding option or SAR that would be treated as a repricing under the rules of the securities exchange or market system constituting the primary market for the shares, without the approval of the Company’s shareholders. However, appropriate adjustments may be made in connection with corporate transactions and capital restructurings and as necessary to comply with applicable law.

Clawback.    The 2018 Plan provides that award agreements issued under it may provide for the cancellation or clawback of certain awards or a portion of the realized gain if, prior to a change in control of the Company, there is an accounting restatement due to material noncompliancedetermined by the Company with any financial reporting requirement under the securities laws which reduces the amount of the awards that would have been paid or vested had the financial results been properly reported or if the Company is otherwise requireddividing $25,000 by applicable law or Company policy to recoup any such amounts.

Types of Awards Authorized Under the 2018 Plan.The following types of awards may be granted under the 2018 Plan:

Stock Options. Stock options may be granted that entitle the optionee to purchase shares of Company common stock at a price not less than fair market value per share as of the date of grant (except for substitution awards) at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as the Committee may determine. The maximum term for stock options is 10 years. However, incentive stock options (“ISOs”) granted to any person who owns, as of the date of grant, stock possessing more than 10% of the total combined voting power of all classes of our stock must have an exercise price that is not less than 110% of the fair market value of Company common stock on the date of grant and may not have a term extending beyond the fifth anniversary of the date of grant. Stock options may be granted as ISOs, nonstatutory stock options, or combinations of the foregoing. If the fair market value of the shares underlying the awards (measured on the date incentive stock options are granted) that first becomes exercisable in a calendar year is greater than the maximum allowed under the Code, the portion of such options which exceeds such amount will be treated as nonstatutory stock options.

The 2018 Plan provides that the option exercise price may be paid (i) in cash, by check, or in cash equivalent, (ii) by tender of Company’s common stock owned by the participant having a fair market value not less than the exercise price, (iii) with the consent of the Committee, by the assignment of the proceeds of a sale

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