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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, 2023 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. 
+None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect to the directors so nominated. None of our executive officers have any substantial interest in any matter to be acted upon other than Proposals 1 and 2.

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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. 
+18 
+Other than as described below, no officer, director or nominee for director of the Company
+or any associate of any of the foregoing had during the fiscal year ended January 31, 2015 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. 
+The
+Company employs three sons of director Everett V. Pizzuti, to whom the Company paid or accrued over $120,000 in compensation during the fiscal year ended January 31, 2015: Eric Pizzuti, as Vice President and General Manager of QuickLabel
+Systems, Christopher Pizzuti, as a QuickLabel Field Sales Engineer, and Kevin Pizzuti, as a District Manager, QuickLabel Systems. The Company paid Eric Pizzuti $184,998 in salary and bonus and paid Christopher Pizzuti and Kevin Pizzuti $161,741 and
+$127,312, respectively, in salary and sales commissions. Eric Pizzuti also received options for 5,500 shares, a vacation payout of $8,922 and a matching contribution to his Profit Sharing Plan account of $5,261. Christopher Pizzuti also received
+options for 500 shares, an automobile allowance of $7,500 and a vacation payout of $2,094. Kevin Pizzuti also received an automobile allowance of $7,500, a vacation payout of $2,308 and a matching contribution to his Profit Sharing Plan account of
+$1,253. In addition, the Company made a $678 contribution to each of their ESOP accounts. 
+The Company also employs April Ondis, a Co-Executor of the Ondis Estate, as Senior Manager, Applied Marketing of QuickLabel Systems product group. As Co-Executor of the Ondis Estate, Ms. Ondis is
+deemed to be the beneficial owner of more than 5% of the Company’s outstanding common stock, and, therefore a “related person” of the Company. The Company paid Ms. Ondis $125,455 in salary and commission and a vacation payout of
+$4,258. Ms. Ondis also received options for 600 shares. The Company also made contributions of $2,054 and $678 to her Profit Sharing Plan and ESOP accounts, respectively.

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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. 
+Other than as described below,
+no officer, director or nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2016 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. 
+The Company employs three sons of Everett V. Pizzuti, to two of whom the Company paid or accrued over $120,000 in compensation during the
+fiscal year ended January 31, 2016: Eric Pizzuti, as Vice President and 
+26 
+General Manager of QuickLabel Systems, and Christopher Pizzuti, as a QuickLabel Field Sales Engineer. The Company paid Eric Pizzuti $170,209 in salary and bonus and paid Christopher Pizzuti
+$166,567 in salary and sales commissions. Eric Pizzuti also received restricted stock units with a grant date fair value of $179,671, a vacation payout of $2,873 and a matching contribution to his Profit Sharing Plan account of $5,326. Christopher
+Pizzuti also received an automobile allowance of $7,500, a vacation payout of $762, and a matching contribution to his Profit Sharing Plan account of $894.

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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. 
+Other than as described below, no officer, director or
+nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2017 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. 
+The Company employs two sons of Everett V. Pizzuti, to both of whom the Company paid or accrued over $120,000 in compensation during the fiscal year ended January 31, 2017: Eric Pizzuti, as Vice
+President and General Manager, Product Identification, and Christopher Pizzuti, as a Product Identification Field Sales Engineer. The Company paid Eric Pizzuti $146,301 in salary and bonus and paid Christopher Pizzuti $136,100 in salary and sales
+commissions. Eric Pizzuti also received a matching contribution to his Profit Sharing Plan account of $6,130. Christopher Pizzuti also received an automobile allowance of $7,500, a vacation payout of $3,358, and a matching contribution to his Profit
+Sharing Plan account of $732. 
+30

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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. 
+Other than as described below, no officer, director or
+nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2018 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. 
+29 
+During the fiscal year ended January 31, 2018, the Company employed Christopher
+Pizzuti, a son of Everett V. Pizzuti, as a Product Identification Field Sales Engineer. The aggregate amount of compensation paid by the Company to Christopher Pizzuti during fiscal year 2018 was $122,050, consisting of $113,013 in salary and sales
+commissions, an automobile allowance of $7,644, a vacation payout of $800, and a matching contribution to his Profit Sharing Plan account of $593. 
+On May 1, 2017, the Company entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with the trust
+established by Albert W. Ondis by Declaration of Trust dated December 4, 2003, as amended (the “Trust”) to repurchase 826,305 shares of the Company’s common stock held by the Trust at a per share price of $13.60, for an aggregate
+repurchase price of $11,237,748.00 (the “Stock Repurchase”). The Stock Repurchase was consummated on May 2, 2017 and was funded using existing cash on hand. The Company has been informed that, following the Stock Repurchase, the
+Trust owns 36,000 shares of the Company’s common stock. 
+April L. Ondis, a director of the Company, is a beneficiary of the Trust. The Stock Repurchase was authorized and approved by the Company’s Audit Committee as a related party transaction. Prior to
+entering into the Stock Repurchase Agreement, the Company obtained an opinion from an independent investment banking firm that the consideration to be paid by the Company to the Trust pursuant to the Stock Repurchase Agreement would be fair to the
+public stockholders of the Company, other than the Trust, from a financial point of view.

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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, 2018 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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+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, 2019
+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. 
+27

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+DEF 14A
+1
+d100330ddef14a.htm
+DEF 14A
+DEF 14A 
+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: 
+☐ 
+Preliminary Proxy Statement 
+☐ 
+Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+☒ 
+Definitive Proxy Statement 
+☐ 
+Definitive Additional Materials 
+☐ 
+Soliciting Material Pursuant to §240.14a-12 
+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): 
+☒ 
+No fee required. 
+☐ 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
+fee is calculated and state how it was determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total fee paid: 
+☐ 
+Fee paid previously with preliminary materials. 
+☐ 
+Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
+number, or the Form or Schedule and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+AstroNova, Inc. 
+600 East Greenwich Avenue 
+West Warwick, Rhode Island 02893 
+NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 
+June 8, 2021 
+To the
+Shareholders of AstroNova, Inc.: 
+Notice is hereby given that the 2021 Annual Meeting of Shareholders of AstroNova, Inc. (the
+“Company”) will be held by means of remote communication on Tuesday, June 8, 2021, beginning at 10:00 a.m., Eastern Daylight Time for the following purposes: 
+(1) To consider and vote upon the election of six 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 ratify the appointment of Wolf & Company, P.C. as the Company’s independent
+registered public accounting firm for the fiscal year ending January 31, 2022; and 
+(4) To transact such other business as may
+properly come before the meeting. 
+The close of business on April 9, 2021 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 person 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 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 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. 
+By Order of the Board of Directors 
+Peter M. Rosenblum 
+Secretary 
+April 29, 2021 
+IMPORTANT NOTICE
+REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2021. 
+The
+Company’s Proxy Statement 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 8, 2021 
+The Meeting 
+The 2021 annual meeting of
+shareholders of AstroNova, Inc. (the “Company”) will be held at 10:00 a.m., Eastern Daylight Time, on Tuesday, June 8, 2021, by means of 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: 
+• 
+the election of six directors to serve until the next annual meeting of shareholders or until their successors
+are elected and have qualified; 
+• 
+the approval, on an advisory, non-binding basis, of the compensation paid
+to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables, and
+accompanying narrative disclosures); 
+• 
+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, 2022; and 
+• 
+such other business as may properly come before the meeting. 
+Solicitation of Proxies 
+This proxy
+statement and the accompanying proxy card are expected to be first sent to shareholders on or about April 29, 2021. 
+The Board of
+Directors (the “Board”) of the Company is soliciting proxies in connection with its 2021 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 reasonable out-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, LLC to assist in the solicitation of proxies and provide related advice and
+informational support. The Company expects to pay The Proxy Advisory Group, LLC fees and disbursements which are not expected to exceed $15,000 in the aggregate. 
+Who May Vote 
+The Board has established
+April 9, 2021 as the record date for the annual meeting. Only shareholders of record at the close of business as of that date will be entitled to virtually attend or vote at the annual meeting. On the record date, there were 7,212,979 shares of
+common stock of the Company outstanding. There was no other outstanding class of voting securities. 
+A list of shareholders entitled to
+vote will be available via 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., Eastern Daylight Time, on any business day from May 29, 2021 to the time of the annual meeting. 
+1 
+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 grant you access to the meeting and 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 7, 2021, 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. 
+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 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. 
+• 
+To vote at the annual meeting, you must attend the virtual meeting following the procedures set forth in the
+instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you. You will be able to vote during the meeting. 
+• 
+To vote by proxy by mail , if you received proxy materials by mail and choose to authorize your proxy by
+mail, simply mark your proxy card, and then date, sign and return it in the postage-paid envelope provided. If you complete all of the proxy card except the voting instructions, then the designated persons will vote your shares
+• 
+FOR the re-election of each of Jean A. Bua, Mitchell I. Quain, Yvonne E.
+Schlaeppi, Harold Schofield, Richard S. Warzala and Gregory A. Woods as a director of the Company; 
+• 
+FOR the approval, on an advisory, non-binding basis, of the
+Company’s executive compensation as described in this proxy statement; 
+• 
+FOR 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, 2022. 
+• 
+To vote by proxy using the Internet , you must access the website for Internet voting at
+www.proxypush.com/ALOT. Please have the enclosed proxy card handy when you access the website and follow the on-screen instructions. Internet voting facilities for shareholders of record will be available 24
+hours a day through the closing of the polls at the annual meeting. If you vote via the Internet, you do not have to return your proxy card via mail. 
+• 
+To vote by proxy using the telephone , use any touch-tone telephone and call
+866-509-1041 to transmit your voting instructions through the closing of the polls at the annual meeting. Please have the enclosed proxy card handy when you call and
+then follow the instructions. If you vote via telephone, you do not have to return your proxy card via mail. 
+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: 
+• 
+sending written notice to the Company’s Secretary at the address set forth on the notice of meeting
+appearing on the cover of this proxy statement; 
+2 
+• 
+voting again via the Internet or telephone on a later date or properly executing and delivering a later-dated
+proxy card; or 
+• 
+attending the virtual meeting and then voting at the virtual meeting. 
+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, and Proposal 2, regarding the approval, on an advisory, non-binding basis, of the Company’s executive compensation, 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 “broker non-votes” and will not affect the outcome of the vote on those proposals . “Broker non-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 3, 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, 2022, 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 and Proposal 2, you must either provide timely voting instructions to your broker or obtain a properly executed
+proxy from the broker or other record holder of the shares that authorizes you to act on behalf of the record holder with respect to the shares held for your account . 
+Votes Required to Transact Business at the Meeting 
+The holders of a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the
+transaction of business at the meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. 
+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 receive only one copy of this proxy statement and the 
+3 
+Company’s Annual Report for its fiscal year ended January 31, 2021 (“fiscal year 2021”). 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 2021 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 and our fiscal year 2021 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 at 617-542-5300. 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
+800-542-1061 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 877-373-6374 or writing to Computershare Investor Services at P.O. Box. 43078, Providence, RI 02940-3078.
+4 
+PROPOSAL NO. 1 
+ELECTION OF DIRECTORS 
+At
+the annual meeting, six 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 SIX NOMINEES FOR DIRECTOR. 
+Jean A. Bua , 62, has been a director since November 2018. Ms. Bua has served as Executive Vice President, Chief Financial Officer,
+Chief Accounting Officer and Treasurer of NetScout Systems, Inc., a provider of real-time operational intelligence 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 has also served as a management consultant at
+Ernst & Young and an auditor at KPMG. Since May 2017, she has served on the board of directors of CoreSite Realty Corporation, a provider of data center and interconnection solutions across the United States. We believe that
+Ms. Bua’s expertise and experience in public company accounting and financial management qualify her to serve on our board. 
+Mitchell I. Quain , 69, has been a director since August 2011. Mr. Quain has served on the Executive Council of American
+Securities, Inc., a private equity firm, since January 2020. From December 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, 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 Kensington Capital Acquisition Corp. II, a blank check company, Star Equity
+Holdings, a provider of mobile healthcare solutions and diagnostic imaging equipment and services, and Williams Industrial Services. Mr. Quain previously served as a director of DeCrane Aircraft Holdings, Inc., Handy & Harman Ltd.,
+Hardinge Inc., HEICO Corporation, 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 , 61, 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. From 2016 through 2019, Ms. Schlaeppi served on the board of directors of Stallergenes Greer plc, a pharmaceutical company traded on the Euronext Paris exchange.
+Ms. Schlaeppi served on the Special Committee of Independent Directors of Stallergenes Greer in connection with its going private transaction in 2019. From 2014 to 2015, Ms. Schlaeppi served on the boards of directors of allergy
+immunotherapy companies, Ares Allergy Holdings Inc. and Greer Laboratories, Inc. Since 2015 Ms. Schlaeppi has been a member of the External Advisory Council 
+5 
+to the Channing Division of Network Medicine of Brigham and Women’s Hospital in Boston. Ms. Schlaeppi has been recognized annually as a Board Leadership Fellow by the National
+Association of Corporate Directors beginning in 2017. Prior to founding Stratevise, Ms. Schlaeppi served as General Counsel at Global Enterprise Technologies, Passport & ID, 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 until 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 , 79, has been a director since May 2012.
+Since 2004, Mr. Schofield has been the owner and manager of Schofield Imaging Associates, LLC, in Narragansett, Rhode Island, and between 2017 and 2019, 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 , 67, has been a director since December 2017. He is the President, Chief Executive and Chairman of the Board of Directors 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 , 62, 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 development and strategy guidance to technology driven manufacturing firms. From 2008
+to 2010, Mr. Woods served as President of Performance Motion Devices, a specialty semiconductor and electronics manufacturer located in Lincoln, Massachusetts. Prior to Performance Motion Devices, Mr. Woods served as chief executive
+officer of Control Technology Corp., a manufacturer of industrial computer and software products; and President of API Controls, a division of Danaher. Mr. Woods holds a Bachelor of Arts in physics from Colgate University, a Bachelor of
+Engineering in computer and mechanical engineering from Dartmouth College, and a Master of Business Administration from the University of Rochester. Based on this experience and his position as Chief Executive Officer of the Company, we believe that
+Mr. Woods is qualified to serve on our Board. 
+6 
+The Board has determined that all of the directors of the Company, including each of the
+nominees standing for election at the 2021 annual shareholders meeting, other than Gregory A. Woods, are independent of the Company in that such nominees have no material relationship with the Company either directly or as a partner, shareholder or
+affiliate of an organization that has a relationship with the Company. The Board has made this determination in accordance with applicable Securities and Exchange Commission (“SEC”) rules and NASDAQ listing standards. 
+The directors will be elected by a plurality of the votes of the shares entitled to vote on the election of directors and present in person or
+represented by proxy at the annual meeting. This means that the six nominees receiving the highest number of FOR votes will be elected as directors. Votes may be cast FOR or WITHHELD FROM each nominee. Broker
+non-votes and votes that are WITHHELD FROM the nominees will be excluded entirely from the vote and will have no effect. 
+The Board recommends a vote FOR the election of each the nominees listed above. 
+7 
+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 and each of whom has been nominated by the
+Board for re-election. During the fiscal year ended January 31, 2021, the Board held nine meetings. During fiscal year 2021, each director attended all of the meetings of the Board and meetings of
+committees on which such director served. 
+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 2020 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 comprised of
+Ms. Bua, Mr. Quain, Ms. Schlaeppi and Mr. Schofield. The Nominating and Governance Committee is comprised of Ms. Bua, Mr. Quain, Ms. Schlaeppi, Mr. Schofield and Mr. Warzala. The Compensation Committee is
+comprised of Messrs. Quain, Schofield 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, appointing, setting the compensation of and overseeing the Company’s independent 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 eight meetings during the fiscal year
+ended January 31, 2021. The Board has determined that all members of the Audit Committee during fiscal year 2021 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 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. 
+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 administration of
+such plans; evaluating the performance and determining the compensation of the Chief Executive Officer; and reviewing and approving recommendations on compensation of other executives. The Compensation Committee held ten meetings during the fiscal
+year ended January 31, 2021. 
+Nominating and Governance Committee . The Nominating and Governance Committee assists the Board
+in fulfilling its nomination and corporate governance responsibilities. The Nominating and Governance Committee’s responsibilities include: (i) advising the Board concerning appropriate composition of the Board and its committees,
+including identifying individuals qualified to serve on the Board and its committees, recommending to the Board individuals to be nominated by the Board for election to the Board by the shareholders or, in appropriate circumstances, elected by the
+Board to fill vacancies on the Board, (ii) advising the Board regarding appropriate governance practices and assisting the Board in achieving them, and (iii) overseeing and reporting to the Board concerning the periodic evaluation of the
+Board, each committee of 
+8 
+the Board and members of the Board. The Nominating and Governance Committee is also charged with advising the board regarding applicable standards to be used in determining the independence of
+the directors serving on the Board, reviewing and making recommendations to the Board regarding the Company’s corporate governance policies, overseeing the Company’s director education and onboarding programs, and reviewing and monitoring
+the Company’s executive officer succession plans. The Nominating and Governance Committee held four meetings in the fiscal year ended January 31, 2021. 
+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 meet this requirement will have five years from the date of 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, all of our directors meet the ownership requirement. 
+Compensation Committee Interlocks and Insider Participation
+During the fiscal year ended January 31, 2021, Messrs. 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 2021 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 to meet the Company’s needs and advance the long-term interests of the shareholders. The Nominating and Governance Committee considers diversity with
+respect to viewpoints, accomplishments, skills and experiences, among other factors such as gender, race, national origin and age, in its evaluation of candidates for Board membership. In considering candidates for the Board, the Nominating and
+Governance Committee considers the entirety of each candidate’s credentials in determining whether the candidate would bring a valuable perspective to the Board. 
+The Nominating and Governance Committee also monitors the Board’s compliance with the requisite qualifications under the NASDAQ listing
+standards for populating the Audit, Compensation, and Nominating and Governance Committees. The Nominating and Governance Committee will consider shareholder nominees for director in the same manner as nominees for director from other sources. 
+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’s By-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 
+9 
+notice to the Company not more than 150 days nor less than 60 days prior to the scheduled annual meeting, which 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 2022, the notice must be received no earlier than December 18, 2021 and no later than March 18, 2022. A copy of the Company’s By-Laws may be obtained by writing to AstroNova, Inc., Attn: Investor Relations Department, 600 East Greenwich Avenue, West Warwick, Rhode Island 02893. 
+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 ended January 31, 2021 were, comprised solely of independent directors. The non-management directors meet in executive session at least quarterly in order
+to promote discussion among the independent directors and assure independent oversight of management. 
+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 member of management and the authority to retain independent legal, financial, and other advisors
+as they deem appropriate without consulting or obtaining the approval of any member of management. Moreover, our Audit Committee, Compensation Committee and the Nominating and Governance Committee, all of which are comprised entirely of independent
+directors, also perform oversight functions independent of management. 
+Lead Independent Director. Our Board has not elected a
+Chairman at the present time. However, in August 2019, the Board elected Mr. Warzala as its lead independent director. In that capacity, among other things, Mr. Warzala serves as a liaison between the independent directors and the
+Company’s management and as the chair of executive sessions of the independent directors. The Board believes that in light of the relatively small size of the Board and the active involvement by all of our independent directors in both the
+oversight of the Company and the conduct of the Board’s meetings and deliberations, including the establishment of the Board’s agenda for its meetings, the Board’s current leadership structure is appropriate for the Company at this
+time. The Board intends to continue to review its leadership structure, including the role of the lead independent director. 
+Risk Oversight 
+The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks through a
+program of sound policies, systems, processes, and reports. The Audit Committee of the Board has oversight responsibility over financial reporting and disclosure processes, compliance and legal matters, and information security and fraud risk. The
+Audit Committee also monitors controls to prevent material weaknesses in the financial reporting function. The Audit Committee meets regularly with our Chief Financial Officer in carrying out these responsibilities, and with the Company’s
+independent auditors in executive session. 
+10 
+The Compensation Committee of the Board oversees risks as they relate to the Company’s
+compensation policies and practices as described under “Compensation Discussion and Analysis.” The Board’s Nominating and Governance Committee assists the Board in fulfilling the Board’s oversight responsibilities with respect to
+confirming the independence of board members, developing desired characteristics of the Board and identifying individuals qualified to be members of the Board, reviewing and monitoring executive officer succession plans, and assessing the
+effectiveness of the Board and its committees. 
+While each committee is responsible for evaluating the risks within their areas of
+responsibility and overseeing the management of such risks, all committees report regularly to the full Board, which also considers the Company’s entire risk profile. 
+Compensation of Directors 
+The
+Compensation Committee is responsible for reviewing and establishing the compensation of the directors of the Company. On January 31, 2019, the Compensation Committee adopted an Amended and Restated
+Non-Employee Director Annual Compensation Program (the “Director Compensation Program”). 
+Pursuant to the Director Compensation Program, each non-employee director automatically receives a
+grant of restricted stock on the date of his or her re-election to the Board. The number of whole shares granted is equal to the number calculated by dividing the stock component of the director compensation
+amount determined by the Compensation Committee for that year by the fair market value of our stock on that day. The value of the restricted stock award for fiscal year 2021 was, and for fiscal year 2022 is, $60,000. Shares of restricted stock
+granted under the Director Compensation Program become vested on the first anniversary of the date of grant, conditioned upon the recipient’s continued service on the Board through that date. In the event of the death or disability of a non-employee director, or a Change in Control (as that term is defined in our 2018 Equity Incentive Plan) of the Company, the shares of restricted stock will immediately vest and no longer be subject to restrictions
+on transfer. Other than as part of a Change in Control of the Company and except in the case of economic hardship of a particular non-employee director, as determined by the Compensation Committee, while a non-employee director is serving on our Board he or she may not sell or otherwise dispose of any of our stock received in connection with his or her service on our Board (whether that stock was granted under the
+Director Compensation Program, any predecessor program or otherwise) if that non-employee director has not satisfied the requirements of any stock ownership guidelines established for directors by the Board or
+if the transfer would cause him or her to be out of compliance with any such guidelines. 
+Pursuant to the Director Compensation Program,
+each non-employee director receives cash payments for their service on the Board and its committees. The amounts of those payments for the fiscal year ended January 31, 2021 were: 
+Position Covered 
+Fiscal 
+Year 
+2021 
+Annual 
+Payment 
+Service on the Board 
+$ 
+45,000 
+Lead Independent Director 
+$ 
+10,000 
+Audit Committee Chairman 
+$ 
+10,000 
+Compensation Committee Chairman 
+$ 
+8,000 
+Nominating and Governance Committee Chairman 
+$ 
+6,000 
+Committee Member (other than Chairman) 
+$ 
+3,000 
+Cash payments are made to 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, 2022. 
+11 
+If a person becomes a non-employee director on a
+date other than the date of our annual meeting of shareholders in any fiscal year, that person will receive an award of restricted stock as described above, but appropriately prorated to reflect the number of days remaining from the date he or she
+commences his or her service in that capacity until the scheduled date for our next annual meeting of shareholders. In addition, if a person becomes a non-employee director, Chairman of the Board, lead
+independent director, chairman of a committee or a member of a committee other than on the first business day of a fiscal quarter of the Company, he or she will receive cash fees on (i) the date of the regular full meeting of the Board held in
+that quarter or (ii) if later, the date he or she commences his or her service in that capacity, as described above, but appropriately prorated to reflect the number of days remaining in that fiscal quarter. 
+The following Director Compensation table provides information regarding the compensation paid or accrued by each person other than
+Mr. Woods who served as a director during the fiscal year ended January 31, 2021. See “Executive Compensation” for information regarding compensation of and outstanding equity awards held by Mr. Woods. 
+Name 
+Fees 
+Earned 
+or 
+Paid in 
+Cash ($) 
+Stock 
+Awards($)(a)(b)(c) 
+Total ($) 
+Jean A. Bua 
+51,000 
+60,000 
+111,000 
+Mitchell I. Quain 
+61,000 
+60,000 
+121,000 
+Yvonne E. Schlaeppi 
+54,000 
+60,000 
+114,000 
+Harold Schofield 
+54,000 
+60,000 
+114,000 
+Richard S. Warzala 
+68,000 
+60,000 
+128,000 
+(a) 
+The amounts reflect the aggregate fair value of the awards on the grant date under FASB ASC Topic 718 for
+shares of restricted stock granted to directors. For additional information, see footnote 15 in the Company’s audited financial statements for the fiscal year ended January 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 13, 2021. 
+(b) 
+As of January 31, 2021, each non-employee director held 9,600
+shares of unvested restricted stock, which will vest on June 2, 2021, conditioned, for each non-employee director, on that director’s continued service on the Board through that date.
+(c) 
+As of January 31, 2021, the Company’s non-employee directors
+held the following number of outstanding stock options, all of which were vested: Mitchell I. Quain — 30,000; Yvonne E. Schlaeppi — 10,000; Harold Schofield — 35,000; and Richard S. Warzala — 10,000. Ms. Bua did not hold any
+stock options as of January 31, 2021. 
+12 
+Security Ownership of 5% Beneficial Owners 
+The following table sets forth certain information regarding the beneficial ownership of the Company’s outstanding shares of common stock,
+as of April 16, 2021 (except as noted), by each person who is known to the Company to own of record or beneficially more than 5% of such stock: 
+Name of Beneficial Owner 
+Number of 
+Shares 
+Beneficially 
+Owned (a) 
+Percent 
+of 
+Class 
+Dimensional Fund Advisors LP 
+545,807 
+(b) 
+7.6 
+% 
+6300 Bee Cave Road, Building One 
+Austin, TX 78746 
+Askeladden Capital Management, LLC 
+440,178 
+(c) 
+6.14 
+% 
+129 Timberline Dr. N. 
+Colleyville, TX 76034 
+Punch & Associates Investment Management, Inc. 
+397,141 
+(d) 
+5.54 
+% 
+7701 France Ave. So., Suite 300 
+Edina, MN 55435 
+The Vanguard Group, Inc. 
+363,749 
+(e) 
+5.07 
+% 
+100 Vanguard Blvd. 
+Malvern, PA 19355 
+Royce & Associates, LP 
+362,200 
+(f) 
+5.05 
+% 
+745 Fifth Avenue 
+New York, New York 10151 
+(a) 
+All information is based upon ownership of record as reflected on the stock transfer books of the Company or as
+reported on Schedule 13G or Schedule 13D filed under Rule 13d-1 under the Securities Exchange Act of 1934. 
+(b) 
+According to a Schedule 13G/A filed with the SEC on February 12, 2021, as of December 31, 2020,
+Dimensional Fund Advisors, LP, an investment adviser registered under the Advisers Act, and its subsidiaries (collectively, “Dimensional”) had sole voting power with respect to 532,506 shares and sole dispositive power with respect to
+545,807 shares held by registered investment companies, trusts and separate accounts for which Dimensional serves as investment manager, adviser or sub-adviser. 
+(c) 
+According to a Schedule 13G/A filed with the SEC on February 16, 2021, by and on behalf of Askeladden
+Capital Management, LLC (“Askeladden”), an investment adviser registered under the Advisers Act, Askeladden Capital GP, LLC (the “General Partner”), Askeladden Capital Partners, LP (the “Fund”), and Samir Patel,
+Askeladden and Samir Patel had shared voting power and shared dispositive power with respect to 440,178 shares as of June 11, 2020. 
+(d) 
+According to a Schedule 13G/A filed with the SEC on February 16, 2021, Punch & Associates
+Investment Management, Inc., an investment adviser registered under the Advisers Act, had sole voting power and sole dispositive power with respect to 397,141 shares as of December 31, 2020. 
+(e) 
+According to a Schedule 13G filed with the SEC on February 10, 2021, The Vanguard Group, an investment
+adviser registered under the Advisers Act, had shared voting power with respect to 100 shares, sole dispositive power with respect to 362,474 shares and shared dispositive power with respect to 1,275 shares as of December 31, 2020.
+(f) 
+According to a Schedule 13G/A filed with the SEC on January 14, 2021, Royce & Associates, LP, an
+investment adviser registered under the Advisers Act, had sole voting power and sole dispositive power with respect to 362,200 shares as of December 31, 2020. 
+13 
+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 17,
+2021 by each 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. 
+Beneficial Ownership 
+Name of Beneficial Owner 
+Shares 
+and 
+Restricted 
+Shares (a) 
+Options 
+Exercisable 
+within 60 
+days 
+of 4/17/21 
+Total 
+Beneficial 
+Ownership 
+(a) 
+Percent 
+of 
+Class 
+Non-employee directors 
+Jean A. Bua 
+14,569 
+(b) 
+— 
+14,569 
+* 
+Mitchell I. Quain 
+63,472 
+(b) 
+30,000 
+93,472 
+1.3 
+% 
+Yvonne E. Schlaeppi 
+18,250 
+(b) 
+10,000 
+28,250 
+* 
+Harold Schofield 
+31,546 
+(b) 
+35,000 
+66,546 
+* 
+Richard S. Warzala 
+21,096 
+(b) 
+10,000 
+31,096 
+* 
+Executive officers 
+Gregory A. Woods 
+132,119 
+(c) 
+270,500 
+(d) 
+402,619 
+5.3 
+% 
+David S. Smith 
+15,662 
+(e) 
+51,500 
+(f) 
+67,162 
+* 
+Michael J. Natalizia 
+33,750 
+(g) 
+22,500 
+(h) 
+56,250 
+* 
+All directors and executive officers of the Company as a group (10) 
+386,405 
+(i) 
+462,944 
+(j) 
+849,349 
+11.1 
+% 
+* 
+Indicates less than 1.0%. 
+(a) 
+If applicable, beneficially owned shares include shares owned by the spouse, minor children, and certain other
+relatives of the director or executive officer, as well as shares held by trusts of which the person is a trustee or in which he or she has a beneficial interest. 
+(b) 
+Includes 9,600 shares of restricted stock. 
+(c) 
+Includes 8,962 restricted stock units vesting within 60 days of April 17, 2021. 
+(d) 
+All options are included. 
+(e) 
+Includes 3,491 restricted stock units vesting within 60 days of April 17, 2021. 
+(f) 
+Excludes 12,500 shares underlying options not exercisable within 60 days of April 17, 2021.
+(g) 
+Includes 3,548 restricted stock units vesting within 60 days of April 17, 2021. 
+(h) 
+All options are included. 
+(i) 
+Includes 48,000 shares of restricted stock and 21,687 restricted stock units vesting within 60 days of
+April 17, 2021. 
+(j) 
+Excludes 12,500 shares underlying options not exercisable within 60 days of April 17, 2021.
+14 
+Delinquent Section 16(a) Reports 
+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, 2021, all of its officers, directors and 10% beneficial owners complied with the requirements of Section 16(a), except
+that the following forms were filed late: 
+• 
+One Form 4 by each of Mr. Natalizia, Mr. Petrarca, Mr. Smith, Mr. Woods relating to the grant
+of a restricted stock unit award; 
+• 
+One Form 4 by Mr. Carll relating to the issuance of shares of common stock upon the vesting of a restricted
+stock unit award and the related surrender of shares of common stock to satisfy tax withholding obligations and the grant of restricted stock unit award; and 
+• 
+One Form 4 by Ms. Schlaeppi relating to shares of common stock acquired under an automatic dividend
+reinvestment program through her broker. 
+15 
+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 setting the compensation for our executives and key management personnel 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: 
+• 
+salary; 
+• 
+cash incentive and bonus awards tied to the Company’s and executive’s annual performance;
+• 
+equity-based incentive compensation, in the form of time-based restricted stock units and performance-based
+restricted stock units; and 
+• 
+retirement and other benefits. 
+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 and 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 a non-binding, advisory vote on the Company’s executive compensation at its 2020 annual meeting. The Company’s shareholders voted to approve the
+Company’s executive compensation practices at the 2020 annual meeting by a favorable vote of approximately 76% 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. 
+Fiscal Year 2021 Compensation Overview. The total
+compensation paid to Mr. Woods and the Company’s two other most highly compensated executive officers, Mr. Smith and Mr. Natalizia (collectively with Mr. Woods, the “Named Executive Officers”), in the fiscal year
+ended January 31, 2021 decreased from the total compensation paid in the prior fiscal year. As is described in the Executive Compensation table below, this decrease was primarily due to the fact the Named Executive Officers took a voluntary
+salary reduction due to the impact of the COVID-19 pandemic on the Company’s financial performance, and lower valued stock awards. 
+Salary. Base salaries for executive officers are evaluated each year. Historically, base salaries have been increased at annual rates
+which approximate the general rates of increase of compensation for all employees of 
+16 
+the Company. Annual salary adjustments are made effective April 1 of each year. Effective as of April 1, 2020, the Committee set the fiscal year 2021 annual salaries of the Named
+Executive Officers as follows: 
+Name 
+Salary 
+Gregory A. Woods 
+$ 
+435,000 
+David S. Smith 
+$ 
+296,500 
+Michael J. Natalizia 
+$ 
+235,000 
+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. From
+time-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 
+Participants in the 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. Annually, the Committee establishes a Target Award for each STIP
+participant, which may vary as to each participant and from year to year. In March 2020, the Committee established the following Target Awards for our Named Executive Officers for fiscal year 2021: 
+Name 
+Target 
+Award 
+Target 
+Award as 
+Percentage 
+of Base 
+Salary 
+Gregory A. Woods 
+$ 
+348,000 
+80 
+% 
+David S. Smith 
+$ 
+133,425 
+45 
+% 
+Michael J. Natalizia 
+$ 
+82,250 
+35 
+% 
+Concurrently with the establishment of the Target Awards for fiscal year 2021, the Committee established
+fiscal year 2021 performance criteria under the STIP (the “2021 Performance Goals”) of consolidated revenue (the “Revenue Performance Goal”) and consolidated operating income (the “Operating Income Performance Goal”).
+For each of the 2021 Performance Goals, the Committee established a threshold and a target. 
+The Committee allocated the Target Awards to
+the 2021 Performance Goals as follows: 
+• 
+50% of the Target Awards were tied to achievement of the Revenue Performance Goal; and 
+• 
+50% of the Target Awards were tied to the achievement of the Operating Income Performance Goal.
+Performance with respect to each specific 2021 Performance Goal was calculated independently to determine the amount of
+the award for each 2021 Performance Goal (each, an “Award Component”). The total STIP award earned by a Named Executive Officer for fiscal year 2021 is equal to the sum of the separate Award Components determined for each 2021 Performance
+Goal, calculated as follows: 
+• 
+No bonus was to be paid with respect to the fiscal year Revenue Performance Goal unless our fiscal year 2021
+revenue exceeded the fiscal year 2021 revenue threshold. If our fiscal year 2021 revenue had equaled or exceeded the fiscal year 2021 revenue target, 100% of the target bonus allocated to that Award Component would be paid. For fiscal year 2021
+revenue falling between the fiscal year 2021 revenue threshold and the target, the bonus amount was determined through linear interpolation. 
+• 
+No bonus was to be paid with respect to the fiscal year Operating Income Performance Goal unless our fiscal year
+2021 operating income exceeded the fiscal year 2021 operating income threshold. If our 
+17 
+fiscal year 2021 operating income had equaled the operating income target established by the Compensation Committee, 100% of the target bonus allocated to that Award Component would have been
+paid. If our fiscal year 2021 operating income had fallen between the threshold and the target, the bonus amount would have been determined through linear interpolation. An incremental bonus of up to 100% of each Named Executive Officer’s total
+STIP target bonus, would have been paid if our fiscal year 2021 operating income had fallen between the fiscal year 2021 operating income target and an amount equal to 132.5% of the fiscal year 2021 operating income target. If our fiscal year 2021
+operating income had fallen between the fiscal year 2021 operating income target and 132.5% of the fiscal year 2021 target, the bonus amount would have been determined through linear interpolation. No further bonus would have been earned on account
+of fiscal year 2021 operating income that exceeded 132.5% of the operating income target. 
+Each of our Named Executive
+Officers’ STIP award is subject to the following limitations: 
+• 
+Aggregate awards under the STIP in any year may not exceed 15% of the Company’s consolidated operating
+income for that year determined without deduction for the STIP awards. 
+• 
+Adequate reserves for awards must be accrued when determining whether a Performance Goal based upon operating
+income has been achieved. 
+The threshold and target for each of the Performance Goals and the corresponding Award
+Components based on the Company’s results for fiscal year 2021 were as follows: 
+Performance Goal 
+Threshold ($) 
+Target ($) 
+Actual 
+Performance 
+($) 
+Percentage 
+of Target 
+Bonus 
+Earned 
+(%) 
+Revenue 
+133,000,000 
+147,000,000 
+116,033,000 
+0 
+Operating Income 
+4,000,000 
+8,000,000 
+2,433,000 
+0 
+As a result, none of our Named Executive Officers received a STIP award for fiscal year 2021. 
+Equity-based Incentive Compensation . Total compensation at the executive level also includes equity incentive awards granted under the
+Company’s 2018 Equity Incentive Plan. The objectives of the equity incentive awards are to align executive and shareholder long-term interests by creating a strong and direct link between executive pay and the Company’s performance in key
+financial metrics, and to enable executives to develop and maintain a long-term stock ownership position in the Company’s common stock. 
+In fiscal year 2021, the Committee granted to the Named Executive Officers the following number of time-based and performance-based restricted
+stock units. 
+Name 
+Time- 
+based 
+Restricted 
+Stock 
+Units 
+Performance- 
+based 
+Restricted 
+Stock Units 
+Gregory A. Woods 
+26,019 
+52,038 
+David S. Smith 
+8,868 
+17,736 
+Michael J. Natalizia 
+4,686 
+9,372 
+The time-based restricted stock units vest in three equal annual installments commencing on the first
+anniversary of the date of grant, based on the executive’s continued employment with us. The performance-based restricted stock units may be earned based upon the achievement by the Company of performance goals based on
+18 
+a fiscal year 2021 revenue threshold and target (the “Revenue Goal”) and operating income threshold and target (the “Operating Income Goal”) as follows: 
+Performance Goal 
+Threshold 
+Target 
+Revenue Goal 
+$ 
+133,000,000 
+$ 
+147,000,000 
+Operating Income Goal 
+$ 
+4,000,000 
+$ 
+8,000,000 
+One half of the performance-based restricted stock units issued to the Named Executive Officers were subject
+to the Revenue Goal (“Revenue RSUs”) and the other half were subject to the Operating Income Goal (“Operating Income RSUs”). The number of Revenue RSUs and Operating Income RSUs that were earned was calculated as follows: 
+• 
+The number of Revenue RSUs earned by a Named Executive Officer was equal to the total number of Revenue RSUs held
+by that Named Executive Officer multiplied by the quotient of 
+• 
+the Company’s fiscal year 2021 revenue minus the Revenue Goal Threshold, divided by 
+• 
+the Revenue Goal Target minus the Revenue Goal Threshold; and 
+• 
+The number of Operating Income RSUs earned by a Named Executive Officer was equal to the total number of
+Operating Income RSUs held by that Named Executive Officer multiplied by the quotient of 
+• 
+the Company’s fiscal year 2021 operating income minus the Operating Income Goal Threshold, divided by 
+• 
+the Operating Income Goal Target minus the Operating Income Goal Threshold, 
+in each case rounded down to the nearest whole number. In no event could more than 100% of the Revenue RSUs or 100% of the Operating Income RSUs have become
+earned. Because the Company’s fiscal year 2021 revenue was less than the Revenue Goal Threshold and the Company’s fiscal year 2021 operating income was less than the Operating Income Goal Threshold, none of the Revenue RSUs or Operating
+Income RSUs were earned. 
+Share Ownership and Retention Guidelines . The Committee believes that, as a rule, senior management
+should have a meaningful equity interest in the Company. In order to promote equity ownership and further align the interests of management with our shareholders, the Committee has adopted share ownership and retention guidelines for our executives.
+These guidelines are based upon the market value of our common stock as a multiple of such officer’s base pay. The multiple is three times base salary for the CEO, two times base salary for the Chief Financial Officer and 1.25 times base salary
+for the other executive officers. Under these guidelines, an executive was expected to achieve the ownership level by April 1, 2020 or, if later, within five years of his or her initial appointment as an executive officer. Executives are
+expected to retain at least 50% of all shares acquired on vesting of restricted stock or restricted stock units and 50% of all shares acquired on exercise of any stock option (net of any shares tendered or withheld for payment of taxes) until they
+achieve the specified ownership level and thereafter maintain such ownership level. 
+Retirement and Other Benefits . In order to
+attract and retain key executives, the Company offers retirement benefits through a Profit-Sharing Plan for employees, including its executive officers. 
+Profit Sharing Plan. The Company maintains a Profit Sharing Plan that is a qualified plan under Section 401(k) of the
+Internal Revenue Code, which provides retirement benefits to substantially all the Company’s employees. 
+Each eligible employee
+shares in contributions on the basis of relative compensation. In addition, participants are permitted to defer up to 50% of their cash compensation and make contributions of such deferral 
+19 
+to this plan through payroll deductions (limited to $19,500 in calendar years 2020 and 2021). The Company makes matching contributions equal to 50% of the first seven percent of compensation
+contributed. The deferrals are made within the limits prescribed by Section 401(k). The Profit Sharing Plan provides for the vesting of 100% of matching contributions made by the Company to the account of the employee after three years of
+service. Contributions by an employee are 100% vested immediately. 
+Perquisites . In addition to the benefits
+described above, the Company provides automobile allowances to certain of its executive officers and a housing allowance to one of its Named Executive Officers. The amount of any automobile or housing allowance granted to our Named Executive
+Officers is reflected in the “All Other Compensation” column of the Summary Compensation Table below. 
+Change in Control
+Agreements with Mr. Woods and Mr. Smith . In November 2014 and November 2020, the Company entered into change in control agreements (the “CIC Agreements”) with Mr. Woods and Mr. Smith, respectively. The CIC Agreements provides for
+the payment of severance benefits upon a change in control of the Company if Mr. Woods’ or Mr. Smith’s employment is terminated by the Company without cause or by Mr. Woods or Mr. Smith, as applicable, for good reason within the
+period (the “CIC Period”) beginning on the 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 and one-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, “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, (iv) continued health coverage for 18 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. 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 better after-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 Agreements 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. 
+20 
+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 Form 10-K for the
+fiscal year ended January 31, 2021 for filing with the SEC through incorporation by reference of this Proxy Statement. 
+Compensation
+Committee: 
+Richard S. Warzala (Chairman) 
+Mitchell I. Quain 
+Harold
+Schofield 
+21 
+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 
+Name and Principal Position 
+Year 
+Salary 
+($) 
+Stock 
+Awards 
+($)(a) 
+Non-Equity 
+Incentive Plan 
+Compensation 
+($) 
+All Other 
+Compensation 
+($) 
+Total 
+($) 
+Gregory A. Woods 
+2021 
+409,904 
+620,553 
+— 
+126,134 
+(b) 
+1,156,591 
+President and CEO 
+2020 
+445,692 
+650,836 
+5,538 
+85,080 
+1,187,146 
+David S. Smith 
+2021 
+268,903 
+211,502 
+— 
+77,575 
+(c) 
+557,980 
+Vice President, CFO and Treasurer 
+2020 
+284,214 
+221,088 
+2,123 
+78,843 
+586,268 
+Michael J. Natalizia 
+2021 
+219,725 
+111,761 
+— 
+37,243 
+(d) 
+368,729 
+Chief Technology Officer and Vice President of 
+Strategic Technical Alliances 
+2020 
+234,627 
+117,284 
+1,309 
+29,207 
+382,427 
+(a) 
+The amounts reflect the aggregate grant date fair value of the restricted stock units and performance-based
+restricted stock units issued to the Named Executive Officers, as calculated under FASB ASC Topic 718, excluding estimated forfeitures. Under FASB ASC Topic 718, the grant date fair value of each time-based restricted stock unit is equal to the
+closing price of the Company’s common stock on the grant date. The grant date fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the grant date and the Company’s
+estimate, as of the date of grant, of the probable outcome of the performance conditions. The closing price of the Company’s common stock on the grant date for all restricted stock units issued to the Named Executive Offices during fiscal year
+2021 was $7.95. 
+(b) 
+Represents pay-out of unused vacation of $77,480, vehicle allowance of
+$25,205, premiums on Company-paid disability and life insurance policies for which Mr. Woods or his estate is the beneficiary of $10,814 and $3,160, respectively, and an employer match under the Company’s Profit Sharing Plan of $9,475.
+(c) 
+Represents housing allowance of $30,300, vehicle allowance of $16,500,
+pay-out of unused vacation of $20,755, and an employer match under the Company’s Profit Sharing Plan of $10,020. 
+(d) 
+Represents pay-out of unused vacation of $30,189, and an employer match
+under the Company’s Profit Sharing Plan of $7,054. 
+22 
+Grants of Plan-Based Awards 
+The following table provides information on all plan-based awards by the Company for the fiscal year ended January 31, 2021 to each Named
+Executive Officer. 
+Name 
+Grant 
+Date 
+Estimated Possible Payouts 
+Under Non-Equity 
+Incentive Plan Awards 
+Estimated Possible Payouts 
+Under Equity 
+Incentive Plan Awards 
+All Other 
+Stock 
+Awards: 
+Number 
+of Shares 
+of Stock 
+or Units 
+(#) 
+Grant Date 
+Fair Value 
+of Stock 
+Awards 
+($)(c) 
+Threshold 
+($)(a)(b) 
+Target 
+($)(a) 
+Maximum 
+($)(a) 
+Threshold 
+(#) 
+Target 
+(#) 
+Maximum 
+(#) 
+Gregory A. Woods 
+3/27/2020 
+— 
+348,000 
+696,000 
+3/27/2020 
+26,01 
+9(d) 
+206,851 
+3/27/2020 
+— 
+52,038 
+(e) 
+52,03 
+8(e) 
+413,702 
+David S. Smith 
+3/27/2020 
+— 
+133,425 
+266,850 
+3/27/2020 
+8,86 
+8(d) 
+70,501 
+3/27/2020 
+— 
+17,736 
+(e) 
+17,73 
+6(e) 
+141,001 
+Michael J. Natalizia 
+3/27/2020 
+— 
+82,250 
+164,500 
+3/27/2020 
+4,68 
+6(d) 
+37,254 
+3/27/2020 
+— 
+9,372 
+(e) 
+9,37 
+2(e) 
+74,507 
+(a) 
+Represents awards under the Company’s Senior Executive Short-Term Incentive Plan. See “Compensation
+Discussion & Analysis – Senior Executive Short-Term Incentive Plan” for additional information regarding the Senior Executive Short-Term Incentive Plan. 
+(b) 
+The Company’s Senior Executive Short-Term Incentive Plan does not provide for any threshold payment amount
+for amounts that may be earned with respect to the Consolidated Revenue Goal or Consolidated Operating Income Goal. 
+(c) 
+The grant date fair value of each time-based restricted stock unit is equal to the closing price of the
+Company’s common stock on the grant date. The grant date fair value of performance-based restricted stock units is based on the closing price of the Company’s common stock on the grant date and the Company’s estimate, as of the date
+of grant, of the probable outcome of the performance conditions. 
+(d) 
+Consists of a restricted stock unit award issued pursuant to the Company’s 2018 Equity Incentive Plan,
+which vests in three equal annual installments commencing on the first anniversary of the grant date. 
+(e) 
+Consists of a performance-based restricted stock unit award issued pursuant to the Company’s 2018 Equity
+Incentive Plan, which, if earned, vests in three equal annual installments commencing on the first anniversary of the grant date. See “Compensation Discussion & Analysis – Equity-based Incentive Compensation” for more
+information about the performance-based restricted stock units. 
+23 
+Outstanding Equity Awards at Fiscal Year-End 
+The following table provides information on all outstanding equity awards held by each of the Named Executive Officers as of January 31,
+2021. 
+OPTION AWARDS 
+STOCK AWARDS 
+Name 
+Number of 
+Securities 
+Underlying 
+Unexercised 
+Options (#) 
+Exercisable 
+Number of 
+Securities 
+Underlying 
+Unexercised 
+Options (#) 
+Unexercisable 
+Option 
+Exercise 
+Price 
+($) 
+Option 
+Expiration 
+Date 
+Number 
+of 
+Shares 
+or 
+Units of 
+Stock 
+That 
+Have 
+Not 
+Vested 
+(#) 
+Market 
+Value of 
+Shares or 
+Units of 
+Stock 
+That 
+Have Not 
+Vested 
+($) 
+Equity 
+Incentive 
+Plan 
+Awards: 
+Number 
+of 
+Unearned 
+Shares, 
+Units or 
+Other 
+Rights 
+That 
+Have Not 
+Vested 
+(#) 
+(a) 
+Equity 
+Incentive 
+Plan 
+Awards: 
+Market or 
+Payout 
+Value of 
+Unearned 
+Shares, 
+Units or 
+Other 
+Rights 
+That 
+Have
+Not 
+Vested 
+($) 
+Gregory A. Woods 
+25,000 
+— 
+7.91 
+9/4/2022 
+50,000 
+— 
+13.80 
+5/22/2024 
+(b) 
+50,000 
+— 
+13.95 
+3/16/2025 
+(b) 
+50,000 
+— 
+15.01 
+3/14/2026 
+(b) 
+37,500 
+12,500 
+12.85 
+3/13/2027 
+(b) 
+30,332 
+15,168 
+18.25 
+6/4/2028 
+(c) 
+47,617 
+(d) 
+511,883 
+52,038 
+559,409 
+David S. Smith 
+37,500 
+12,500 
+13.80 
+1/22/2028 
+(b) 
+9,332 
+4,668 
+18.25 
+6/4/2028 
+(c) 
+18,716 
+(e) 
+201,197 
+17,736 
+190,662 
+Michael J. Natalizia 
+5,000 
+— 
+14.20 
+3/17/2024 
+(b) 
+11,666 
+5,834 
+18.25 
+6/4/2028 
+(c) 
+10,147 
+(f) 
+109,080 
+9,372 
+100,749 
+(a) 
+Consists of performance-based restricted stock units held by the Named Executive Officers, which may be earned
+based upon the achievement by the Company of performance goals relating to the Company’s fiscal year 2021 revenue and operating income. No restricted stock units were earned by the Named Executive Officers based upon the Company’s fiscal
+year 2021 revenue and operating income. 
+(b) 
+Options vest in four equal annual installments commencing on the first anniversary of the option grant date
+(which is ten years prior to the expiration date). 
+(c) 
+Options vest in three equal annual installments commencing on the first anniversary of the option grant date
+(which is ten years prior to the expiration date). 
+(d) 
+Consists of (i) 4,963 shares of restricted stock that vested on March 20, 2021; (ii) 8,962 restricted
+stock units that vest on June 4, 2021; (iii) 236 restricted stock units that vest in equal tranches on March 20, 2021 and 2022; (iv) 7,437 restricted stock units that vest on March 20, 2021 and 2022; (v) 26,019 restricted stock units
+that vest in three equal installments on March 27, 2021, 2022, and 2023. 
+(e) 
+Consists of (i) 3,750 shares of restricted stock that will vest on January 22, 2022; (ii) 3,491 restricted
+stock units that will vest on June 4, 2021; (iii) 80 restricted stock units that vest in equal tranches on March 20, 2021 and 2022; (iv) 2,527 restricted stock units that will vest on March 20, 2021 and 2022; (v) 8,868 restricted
+stock units that vest in three equal installments on March 27, 2021, 2022, and 2023. 
+(f) 
+Consists of (i) 530 shares of restricted stock that vested on March 20, 2021; (ii) 3,548 restricted stock
+units that vest on June 4, 2021; (iii) 42 restricted stock units that vest in equal tranches on March 20, 2021 and 2022; (iv) 1,341 restricted stock units that vest on March 20, 2021 and 2022; (v) 4,686 restricted stock units that
+vest in three equal installments on March 27, 2021, 2022, and 2023. 
+24 
+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 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. 
+25 
+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, 2021 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 the 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. 
+The Audit Committee
+received the information concerning the fees of Wolf & Company, P.C. for the year ended January 31, 2021 set forth below under “Independent Accountant Fees and Services.” When applicable, the Audit Committee considers whether
+the provision of non-audit services is compatible with maintaining the independence of the independent accountants. Wolf & Company, P.C. did not provide any
+non-audit services during the fiscal year ended January 31, 2021. 
+Based upon the review and
+discussions referred to above, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended
+January 31, 2021, to be filed with the SEC. 
+Audit Committee: 
+Mitchell I. Quain (Chairman) 
+Jean Bua 
+Yvonne Schlaeppi 
+Harold Schofield 
+26 
+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, 2020 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 $120,000 and to which the Company was or is to be
+a party. 
+27 
+EQUITY COMPENSATION PLAN INFORMATION 
+The following table sets forth information about the Company’s equity compensation plans as of January 31, 2021: 
+Plan Category 
+Number of 
+Securities to be 
+Issued Upon 
+Exercise of 
+Outstanding 
+Options, 
+Warrants and 
+Rights 
+Weighted- 
+Average 
+Exercise Price 
+of Outstanding 
+Options, 
+Warrants and 
+Rights 
+Number of Securities 
+Remaining Available 
+for Future Issuance 
+Under Equity 
+Compensation Plans 
+Equity Compensation Plans Approved by Shareholders 
+771,496 
+(1) 
+$ 
+14.63 
+(2) 
+538,853 
+(3) 
+Equity Compensation Plans Not Approved by Shareholders 
+— 
+— 
+— 
+Total 
+771,496 
+(1) 
+$ 
+14.63 
+(2) 
+538,853 
+(3) 
+(1) 
+Includes 337,958 shares issuable upon exercise of outstanding options granted under the Company’s 2007
+Equity Incentive Plan; 148,625 shares issuable upon exercise of outstanding options granted and 10,833 restricted stock units outstanding under the Company’s 2015 Equity Incentive Plan; and 135,500 shares issuable upon exercise of outstanding
+options granted and 138,580 restricted stock units outstanding under the Company’s 2018 Equity Incentive Plan. This balance does not include 48,000 shares of unvested restricted stock which are subject to forfeiture. Refer to footnote 15 to the
+Company’s audited financial statements for the fiscal year ended January 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 13, 2021 for further
+discussion. 
+(2) 
+Does not include restricted stock units. 
+(3) 
+Represents 528,479 shares available for grant under the Company’s 2018 Equity Incentive Plan and 10,374
+shares available for issuance under the Company’s Employee Stock Purchase Plan. 
+28 
+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 broker non-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. 
+PROPOSAL NO. 3 
+RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Audit Committee has sole authority to select, evaluate and when appropriate, to replace the Company’s independent auditors. The Audit
+Committee has appointed Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022. Although action by the Company’s shareholders on this matter is not
+required, the Audit Committee believes it is appropriate to seek shareholder ratification in light of the critical role played by the independent auditors in evaluating the integrity of Company financial controls and reporting and requests that
+shareholders ratify such appointment. 
+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 broker non-votes will have no effect on the
+outcome of the vote. 
+The Board of Directors recommends a vote “FOR” 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, 2022. 
+29 
+Independent Accountants’ Fees, Services and Other Matters 
+The Company expects a representative of Wolf & Company, P.C. will participate in the annual meeting via remote communication with the
+opportunity to make a statement, if he or she so desires, and that such representative will be available to respond to appropriate questions. 
+Aggregate fees for professional services rendered for the Company by Wolf & Company, P.C. for the fiscal years ended January 31,
+2021 and 2020 are set forth below. 
+2021 
+2020 
+Audit Fees 
+$ 
+226,000 
+$ 
+245,500 
+Audit-Related Fees 
+— 
+— 
+Tax Fees 
+— 
+— 
+All Other Fees 
+— 
+— 
+Audit Fees for the fiscal years ended January 31, 2021 and 2020 were for professional services
+rendered for the audits of the financial statements of the Company, quarterly review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, consents and other assistance
+required to complete the year end audit of the consolidated financial statements. Audit fees for the fiscal year ended January 31, 2020 included fees for professional services relating to the review of the Company’s registration statements
+on Form S-8. 
+Policy on Audit Committee
+Pre-Approval . The Audit Committee pre-approves all audit and non-audit services provided by the independent accountants prior
+to the engagement of the independent accountants with respect to such services. None of the services described above were approved by the Audit Committee under the de minimis exception provided by Rule
+2-01(C)(7)(i)(c) under Regulation S-X. 
+FINANCIAL
+REPORTS 
+A copy of the annual report of the Company for the fiscal year ended January 31, 2021, including the Company’s
+annual report to the SEC on Form 10-K, accompanies this proxy statement. Such report is not part of this proxy statement. 
+30 
+PROPOSALS FOR 2022 ANNUAL MEETING 
+The 2022 annual meeting of the shareholders of the Company is scheduled to be held on May 17, 2022, the third Tuesday in May. If a
+shareholder intending to present a proposal at that meeting wishes to have such proposal included in the Company’s proxy statement and form of proxy relating to the meeting pursuant to Rule 14a-8, the
+shareholder must submit the proposal to the Company no later than December 30, 2021. Shareholder proposals not requested to be included in the proxy statement pursuant to Rule 14a-8 and director
+nominations that are to be considered at the 2022 annual meeting must be submitted no earlier than December 18, 2021 and no later than March 18, 2022. 
+OTHER MATTERS 
+No business
+other than that set forth in the attached Notice of Meeting is expected to come before the annual meeting, but should any other matters requiring a vote of shareholders arise, including a question of adjourning the meeting, the persons named in the
+accompanying proxy will vote thereon according to their best judgment in the interests of the Company. In the event any of the nominees for the office of director should withdraw or otherwise become unavailable for reasons not presently known, the
+persons named as proxies will vote for other persons in their place in what they consider the best interests of the Company. 
+You are
+urged to sign and return your proxy promptly to make certain your shares will be voted at the meeting. You may revoke your proxy at any time before it is voted. 
+By Order of the Board of Directors 
+Peter M. Rosenblum 
+Secretary 
+31 
+YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:INTERNETGo To: www.proxypush.com/ALOT• • Cast your vote online• Have your Proxy
+Card readyFollow the simple instructions to record your votePHONE Call 1-866-509-1041• • Use any touch-tone telephone• Have your Proxy Card readyFollow the simple recorded instructionsMAIL• • Mark, sign and date your Proxy
+CardFold and return your Proxy Card in the postage-paid envelope providedYou must register to attend the meeting online and/or participate at www.proxydocs.com/ALOT AstroNova, Inc.Annual Meeting of StockholdersFor Stockholders as of record on April
+09, 2021TIME: Tuesday, June 08, 2021 10:00 A.M., Eastern Daylight Time PLACE: Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/ALOT for more details.This proxy is being solicited on behalf of the Board of DirectorsThe
+undersigned hereby appoints Jean A. Bua, Mitchell I. Quain, Yvonne E. Schlaeppi, Harold Schofield, Richard S. Warzala and Gregory A. Woods, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of
+substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of AstroNova, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon
+such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and
+revoking any proxy heretofore given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be
+voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.You are encouraged to specify your choice
+by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance this card. with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse
+side) and return PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE 
+AstroNova, Inc.Annual Meeting of StockholdersPlease make your marks like this: X Use dark black pencil or pen only THE BOARD OF
+DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3PROPOSAL YOUR VOTE BOARD OF DIRECTORS1. To elect six directors to serve until the next annual meeting of shareholders and until their RECOMMENDS successor are elected and have qualifiedFOR
+WITHHOLDTo vote forall directors or withhold from voting all directors mark here:P2 P2 To vote individually for each nominee:1.01 Jean A. Bua FOR 1.02 Mitchell I. Quain P3 P3 FOR 1.03 Yvonne E. Schlaeppi P4 P4 FOR 1.04 Harold Schofield P5 P5 FOR
+1.05 Richard S. Warzala P6 P6 FOR 1.06 Gregory A. Woods P7 P7 FORFOR AGAINST ABSTAIN2. To approve, on an advisory, non-binding basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in the Company’s proxy
+statement for its 2021 annual meeting of FOR P8 shareholders. P8 P8 3. To ratify the appointment of Wolf & Company, P.C. as the Company’s independent registered P9 public accounting firm for the fiscal year ending January 31, 2022. P9 P9
+FORYou must register to attend the meeting online and/or participate at www.proxydocs.com/ALOTAuthorized Signatures - Must be completed for your instructions to be executed.Please sign exactly as your name(s) appears on your account. If held in
+joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.Signature (and Title if
+applicable) Date Signature (if held jointly) Date

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@@ -0,0 +1,7 @@
+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, 2020 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. 
+27

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@@ -0,0 +1,7 @@
+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, 2020 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. 
+26

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@@ -0,0 +1,6 @@
+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, 2022 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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@@ -0,0 +1,4 @@
+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, 2024 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. 
+None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect to the directors so nominated (Proposal 1). None of our executive officers, other than Mr. Ittmann, have any substantial interest in any matter to be acted upon other than with respect to approval of the compensation paid to our Named Executive Officers (Proposal 2). Mr. Ittmann does not have a substantial interest in any matter to be acted upon except with respect to Proposals 1 and 2.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $865,000 in 2019. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2019, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $199,000 for the corporate aircraft. 
+During 2019, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2019, payments totaling approximately $1,625,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $104,000 in 2019. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins, who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, 
+28 
+consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2019 were reviewed, approved and/or ratified by the Nominating and Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $846,000 in 2020. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2020, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $200,000 for the corporate aircraft. 
+During 2020, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. Gary W. Rollins, Non-Executive Chairman, is an officer, director and controlling stockholder of LOR, Inc. In 2020, payments totaling approximately $1,030,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $104,000 in 2020. 
+A group that includes the Company’s Non-Executive Chairman of the Board, Mr. Gary W. Rollins and certain companies under his control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Governance Committee. As set forth in our Code, our Nominating and Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2020 were reviewed, approved and/or ratified by the Nominating and Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Pursuant to a Transition Support Services agreement, the Company provides certain administrative services to Marine Products on a cost reimbursement basis and the arrangement may be terminated upon six months’ notice. The services include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $1.1 million in 2025. 
+On February 5, 2026, Marine Products announced that it had entered into an Agreement and Plan of Merger with MasterCraft. The transaction is subject to shareholder and regulatory approvals and other closing conditions. If the Proposed Merger closes as planned, the Transition Support Services agreement is expected to be canceled on or about the closing date and a new Transition Support Services agreement is expected to be signed with Mastercraft. 
+RPC and Marine Products own 50% each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2025, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $181 thousand for the corporate aircraft. 
+During 2025, we and our largest stockholder, LOR, Inc. (LOR), entered into a registration rights agreement (the Agreement), pursuant to which we have granted LOR and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees the right to require, subject to certain conditions and limitations, us to register for resale all Company securities held by such stockholders, and certain customary piggy back registration rights with respect to registrations initiated by us. The Agreement also contains customary provisions relating to indemnification. The Agreement has a term of 15 years, and in addition to piggyback registration rights, allows the Selling Stockholders to make up to two demands for shelf takedowns per year, subject to a maximum of ten takedowns in total and a minimum requirement that at least $35 million of common stock, in the aggregate, be included in each takedown. The Selling Stockholders include Amy R. Kreisler, and Timothy C. Rollins, each of whom is a current director of the Company, as well as the other members of our controlling stockholder group. Pursuant to the Agreement, we have filed a shelf registration statement on Form S-3 with the SEC that expires on May 5, 2028. The Form S-3 shelf registration statement registers for the resale of up to 127,235,202 shares of our common stock, which represents a majority of the Company securities held by the Selling Stockholders. 
+Related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved in advance by our Nominating and Corporate Governance Committee or, in the event that our Nominating and Corporate Governance Committee does not consist of all independent directors, by a Subcommittee (the Subcommittee) of the Nominating and Corporate Governance Committee consisting of all of the independent members thereof. As set forth in the Charter of our Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to ensure that it approve all related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. These same rights and responsibilities apply equally to the Subcommittee. The Related Party Transaction Policy states that in the event that a member of the Nominating and Corporate Governance Committee has a direct or indirect material interest in a related party transaction, then the authority and responsibilities of the Nominating and Corporate Governance Committee with respect to related person transactions shall be assumed by the Audit Committee. A 
+51 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $849,000 in 2017. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2017, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $197,000 for the corporate aircraft. 
+During 2017, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2017, payments totaling approximately $1,372,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $104,000 in 2017. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of 
+27 
+interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2017 were reviewed, approved and/or ratified by the Nominating and Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $873,000 in 2018. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2018, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $199,000 for the corporate aircraft. 
+During 2018, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2018, payments totaling approximately $1,467,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $101,000 in 2018. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins, who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, 
+27 
+consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2018 were reviewed, approved and/or ratified by the Nominating and Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $867,000 in 2021. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2021, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $200,000 for the corporate aircraft. 
+During 2021, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. Gary W. Rollins, Non-Executive Chairman, is an officer, director and controlling stockholder of LOR, Inc. In 2021, payments totaling approximately $1,210,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services from Rollins, Inc., a company of which Mr. Gary W. Rollins is also Chairman, and which is controlled by Mr. Rollins and his affiliates. The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $108,000 in 2021. 
+A group that includes the Company’s Non-Executive Chairman of the Board, Mr. Gary W. Rollins, and certain companies under his control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, Board of Directors and Corporate Governance. The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+33 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2021 were reviewed, pre-approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+The Company provides certain administrative services to Marine Products on a cost reimbursement basis and the arrangement may be terminated upon six months’ notice. The services include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $922,000 in 2022. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2022, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $200,000 for the corporate aircraft. 
+During 2022, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. Gary W. Rollins, a director at RPC, is an officer, director and controlling stockholder of LOR, Inc. In 2022, payments totaling approximately $1,750,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services from Rollins, Inc., a company of which Mr. Gary W. Rollins is Chairman, and which is controlled by Mr. Rollins and his affiliates. The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $71,000 in 2022. 
+A group that includes Gary W. Rollins, Pamela R. Rollins, Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, Board of Directors and Corporate Governance. The group discussed above also controls in excess of fifty percent of Marine Products Corporation’s voting power. 
+Related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved in advance, by our Nominating and Corporate Governance Committee or, in the event that our Nominating and Corporate Governance Committee does not consist of all independent directors, by a Subcommittee (the Subcommittee) of the Nominating and Corporate Governance Committee consisting of all of the independent members thereof. As set forth in the charter of our Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to ensure that it approve all related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. These same rights and responsibilities apply equally to the Subcommittee. A copy of the Charter of the Nominating and Corporate Governance Committee is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2022 were reviewed, pre-approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Charter. 
+46 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+The Company provides certain administrative services to Marine Products on a cost reimbursement basis and the arrangement may be terminated upon six months’ notice. The services include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $1 million in 2023. The Company’s receivable due from Marine Products for these services was $120 thousand as of December 31, 2023. In addition, the Company owed $524 thousand to Marine Products, for using Marine Product’s assets in the Retirement Income Plan to settle its participant liabilities. Of the total Plan-related amounts owed, the Company reimbursed Marine Products $482 thousand during 2023. 
+RPC and Marine Products own 50% each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2023, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $200 thousand for the corporate aircraft. 
+During 2023, a subsidiary of RPC conducted business with companies owned by LOR, Inc., a member of the control group. Mr. Gary W. Rollins, a director at RPC, is an officer, director and controlling stockholder of LOR, Inc., and Timothy C. Rollins, Vice President of LOR, Inc., Pamela R. Rollins, Director of LOR, Inc., and Amy R. Kreisler, Vice President of LOR Inc., are part of the controlling stockholders of LOR, Inc. Payments totaling approximately $1.7 million were made in 2023 and approximately $150 thousand were made in 2024 to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+Related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved in advance by our Nominating and Corporate Governance Committee or, in the event that our Nominating and Corporate Governance Committee does not consist of all independent directors, by a Subcommittee (the Subcommittee) of the Nominating and Corporate Governance Committee consisting of all of the independent members thereof. As set forth in the Charter of our Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to ensure that it approve all related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. These same rights and responsibilities apply equally to the Subcommittee. A copy of the Charter of the Nominating and Corporate Governance Committee is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2023 were reviewed, pre-approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Charter. 
+65 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+The Company provides certain administrative services to Marine Products on a cost reimbursement basis and the arrangement may be terminated upon six months’ notice. The services include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $1.1 million in 2024. 
+RPC and Marine Products own 50% each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2024, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $230 thousand for the corporate aircraft. 
+During 2024, a subsidiary of RPC conducted business with companies owned by LOR, Inc., a member of the control group. Mr. Gary W. Rollins, a director at RPC, is an officer, director and controlling stockholder of LOR, Inc., and Timothy C. Rollins, Vice President of LOR, Inc., Pamela R. Rollins, Director of LOR, Inc., and Amy R. Kreisler, Vice President of LOR Inc., are part of the controlling stockholders of LOR, Inc. Payments totaling approximately $1.6 million were made in 2024 to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+Related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved in advance by our Nominating and Corporate Governance Committee or, in the event that our Nominating and Corporate Governance Committee does not consist of all independent directors, by a Subcommittee (the Subcommittee) of the Nominating and Corporate Governance Committee consisting of all of the independent members thereof. As set forth in the Charter of our Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to ensure that it approve all related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. These same rights and responsibilities apply equally to the Subcommittee. A copy of the Charter of the Nominating and Corporate Governance Committee is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2024 were reviewed, pre-approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Charter. 
+50 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $663,000 in 2014. 
+During the year ended December 31, 2014, RPC and Marine Products entered into a joint venture creating a limited liability company called 255 RC, LLC, that is owned 50 percent each for the purchase and ownership of a corporate aircraft. 255 RC, LLC was funded with a contribution of approximately $2,554,000 each from RPC and Marine Products. The purchase of the aircraft was completed in January 2015 and each of RPC and Marine Products have entered into an operating lease agreement with 255 RC, LLC for a period of five years. 
+During 2014, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2014, payments totaling approximately $1,092,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $84,000 in 2014. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+27 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2014 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $753,000 in 2015. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. The purchase of the aircraft was completed in January 2015, and the purchase was funded primarily by a $2,554,000 contribution by each company to 255 RC, LLC. Each of RPC and Marine Products is a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2015, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $186,000 for the corporate aircraft. 
+During 2015, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2015, payments totaling approximately $1,127,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $100,000 in 2015. 
+27 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2015 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $739,000 in 2016. 
+RPC and Marine Products own 50 percent each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2016, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $197,000 for the corporate aircraft. 
+During 2016, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2016, payments totaling approximately $895,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $111,000 in 2016. 
+26 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2016 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.

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+Certain Relationships and Related Transactions 
+Review and Approval of Related Party Transactions 
+The audit committee, as provided in its charter, reviews and approves related party transactions. The Company does not have a formal set of standards to be
+substantively applied to each transaction reviewed by the audit committee. Instead of a formalized policy, related party transactions are reviewed and judgment is applied to determine whether such transactions are in the best interests of the
+Company. Further, the Company’s Code of Business Conduct and Ethics governs various compliance areas, including conflicts of interest and fair dealings, which are considered in the process of the review and approval of related party
+transactions. 
+The Company’s policy is that all of its employees and directors, as well as their family members, must avoid any activity that is or
+has the appearance of conflicting with the Company’s business interest. This policy is included in the Company’s Code of Business Conduct and Ethics posted on its website. Each director and executive officer is instructed to always inform
+the designated compliance officer when confronted with any situation that may be perceived as a conflict of interest. Only the board of directors or a committee consisting solely of independent directors may grant waivers of the provisions of the
+Code of Business Conduct and Ethics for the Company’s executive officers and directors. In addition, at least annually, each director and executive officer completes a detailed questionnaire specifying any business relationship that may give
+rise to a conflict of interest. 
+Further, under the audit committee charter, the audit committee is responsible for reviewing and monitoring compliance
+with our Code of Business Conduct and Ethics and recommending any warranted changes to the board of directors. In addition, the board of directors and, pursuant to its written charter, the audit committee, reviews and approves all relationships and
+transactions in which the Company and its directors, director nominees and executive officers and their immediate family members, as well as holders of more than 5% of any class of our voting securities and their family members, have a direct or
+indirect material interest. The board of directors and the audit committee approve only those transactions that, in light of known circumstances, are consistent, or are not inconsistent with, the Company’s best interests, as they determine in
+the good faith exercise of their discretion.

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+and approves related party transactions. 
+• Appoints, determines compensation, evaluates and terminates our independent
+auditors. 
+• Pre-approves audit and permissible non-audit services to be performed by the
+independent auditors. 
+• Prepares the report required by the Securities and Exchange Commission, or
+the SEC, for the inclusion in our annual proxy statement. 
+• Reviews and reassesses the adequacy of the audit committee charter on a
+periodic basis. 
+• Inform our independent auditors of the audit committee’s understanding
+of significant relationships and transactions with related parties and review and discuss with our independent auditors the auditors’ evaluation of our identification of, accounting for and disclosure of our relationships and transactions with
+related parties, including any significant matters arising from the audit regarding our relationships and transactions with related parties. 
+Four (4) 
+8 
+Table of Contents 
+Committee 
+Members 
+Principal Functions 
+Number of 
+Meetings in 
+2015 
+Compensation 
+Scott E. Streller* 
+Craig Groeschel 
+David L. Houston 
+C. Doug Johnson 
+• Oversees and administers our executive compensation
+policies, plans and practices and evaluates their impact on risk and risk management. 
+• Assists the board of directors in discharging its responsibilities relating
+to the compensation of our executives, including our chief executive officer, and other key employees. 
+• Administers our equity-based compensation plans, including the grants of
+stock options, restricted stock awards and other equity awards under such plans. 
+• Reviews, approves and administers our cash-based incentive bonus plans,
+including the establishment of performance criteria, targets and awards under our 2014 Executive Annual Incentive Compensation Plan. 
+• Makes recommendations to the board with respect to incentive
+compensation. 
+• Where appropriate or required, makes recommendations to our stockholders
+with respect to incentive compensation and equity-based plans. 
+• Conducts annual performance evaluation of the committee. 
+• Reviews
+disclosure related to executive compensation in our proxy statement and prepares an annual compensation committee report. 
+• Reviews and considers the stockholders’ advisory vote on executive
+compensation and the frequency of holding such advisory vote. 
+• Reviews and reassesses the adequacy of the compensation committee
+charter. 
+Six (6) 
+Nominating and Corporate Governance 
+Ben T. Morris* 
+Donald L. Dillingham+ 
+David L. Houston 
+Scott E. Streller 
+• Assists the board of directors in developing criteria for,
+identifying and evaluating individuals qualified to serve as members of our board of directors. 
+• Selects and recommends director candidates to the board of directors to be
+submitted for election at the Annual Meeting and to fill any vacancies on the board of directors. 
+• Periodically reviews and makes recommendations regarding the composition and
+size of the board of directors and each of its committees. 
+Three (3) 
+9 
+Table of Contents 
+Committee 
+Members 
+Principal Functions 
+Number of 
+Meetings in 
+2015 
+• Reviews and recommends to the board of directors
+appropriate corporate governance policies and procedures for the Company. 
+• Conducts an annual assessment of the qualifications and performance of
+the board of directors. 
+• Annually reviews and reports to the board of directors on the
+performance of management. 
+• Reviews and reassesses the adequacy of the nominating committee
+charter. 
+* 
+Committee Chairperson. 
++ 
+Mr. Dillingham informed us that he did not intend to stand for re-election at the Annual Meeting. 
+Do
+the committees have written charters? 
+Yes. The charters for our audit committee, compensation committee and nominating committee can be found on our
+website at www.gulfportenergy.com under the “Corporate Governance” caption. You may also obtain copies of these charters, as well as our Code of Business Conduct and Ethics, which is described below, by writing to our Assistant
+Corporate Secretary, Paul K. Heerwagen IV, at Gulfport Energy Corporation, 14313 N. May Avenue, Suite 100, Oklahoma City, Oklahoma 73134.