Exhibit 97
ASTRONOVA, INC.
Compensation Recovery Policy
November 29, 2023
This Compensation Recovery Policy (the “Policy”) has been adopted by the Human Capital and Compensation Committee (the “Committee”) of the Board of Directors of AstroNova, Inc. (the “Corporation”). Certain capitalized terms used in this Policy are defined at the end of this Policy.
2
Notwithstanding the foregoing, except as provided in Section 8, the Corporation shall not accept an amount less than the amount of the Erroneously Awarded Incentive-Based Compensation in satisfaction of an Executive Officer’s obligations under this Policy.
3
4
“Accounting Restatement” means any accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Effective Date” means October 2, 2023.
“Erroneously Awarded Incentive-Based Compensation” means the amount of Recoverable Incentive-Based Compensation Received that exceeds the amount of Recoverable Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts. The amount of Erroneously Awarded Incentive-Based Compensation must be computed without regard to any taxes paid.
5
“Executive Officer” means the Corporation’s principal executive officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Corporation in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Corporation. Executive officers of the Corporation’s parent(s) or subsidiaries are deemed executive officers of the Corporation if they perform such policy making functions for the Corporation. All executive officers identified by the Corporation pursuant to Item 401(b) of Regulation S-K shall be deemed to be Executive Officers.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Corporation’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (whether absolute or relative) are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Commission.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Incentive-Based Compensation is deemed “Received” in the Corporation’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“Recoverable Incentive-Based Compensation” means all Incentive-Based Compensation Received by a person:
(a) after the later of (i) beginning service as an Executive Officer and (ii) the Effective Date;
(b) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation;
(c) while the Corporation has a class of securities listed on a national securities exchange or a national securities association; and
(d) during the Recovery Period.
“Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date. The Recovery Period also includes any transition period (that results from a change in the Corporation’s fiscal year) within or immediately following those three completed fiscal years. A transition period between the last day of the Corporation’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
“Restatement Date” means the date that the Corporation is required to prepare an Accounting Restatement, which is the earlier to occur of:
6
(a) the date the Corporation’s Board of Directors, a committee of the Board of Directors, or the officer or officers of the Corporation authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Corporation is required to prepare an Accounting Restatement; or
(b) the date a court, regulator, or other legally authorized body directs the Corporation to prepare an Accounting Restatement.
7
Exhibit A
ASTRONOVA, INC.
Compensation Recovery Policy Acknowledgement and Agreement
The undersigned has received a copy of the Compensation Recovery Policy (as amended from time to time, the “Policy”) of AstroNova, Inc. (the “Corporation”).
The undersigned has read and understands the Policy. To the extent that the undersigned considered appropriate, the undersigned has consulted with the undersigned’s own tax, legal, financial and other advisors regarding the Policy.
The undersigned hereby acknowledges and agrees that the undersigned is an “Executive Officer” within the meaning of the Policy and that the Policy applies in full to the undersigned. The undersigned hereby agrees to comply with all of the obligations of the undersigned under the Policy as an Executive Officer of the Corporation. The undersigned acknowledges that the Policy imposes legally binding obligations on the undersigned, including the obligation to reimburse the Corporation for “Erroneously Awarded Incentive-Based Compensation” within the meaning of the Policy. The undersigned hereby acknowledges and agrees that that these obligations will continue even if the undersigned ceases to serve as an Executive Officer or the employment of the undersigned terminates for any reason.
Executive Officer:
Signature
Print Name
Date