错误 0001001907 cik0001528437:BlackRockDebtStrategiesFundIncMember基金会员 00010019072023-07-012024-06-30 美元指数 0001001907ecd : Eqty Awrds Adjs MemberECD:非PEO NEO会员2021-07-012022-06-30 0001001907变动:在覆盖年度的财务结束时支付的股息或其他收益,未在总共计中反映。成员ECD:非PEO NEO会员2021-07-012022-06-30 0001001907变动:去年结束时权益奖的价值在先前年度授予的访问条件期间的受覆盖年份。成员ECD:非PEO NEO会员2021-07-012022-06-30 0001001907变动:去年授予的权益奖在受到覆盖的年份的访问日期方面的价值变动。成员ECD:非PEO NEO会员2021-07-012022-06-30 0001001907在本年授予并已实现之股权奖励价值的授予日期成员ECD:非PEO NEO会员2021-07-012022-06-30 0001001907在先前年度授予并未实现之外部和未实现之股权奖励价值的变化成员ECD:非PEO NEO会员2021-07-012022-06-30 0001001907ECT:在涵盖年度内授予的股权奖励的年终价值,未实现并未分派的成员ECD:非PEO NEO会员2021-07-012022-06-30 0001001907倚天屠龙记:武当山松润大剑协助巴波尔毁灭魔门联盟ECD:非PEO NEO会员2022-07-012023-06-30 0001001907变动:在覆盖年度的财务结束时支付的股息或其他收益,未在总共计中反映。成员ECD:非PEO NEO会员2022-07-012023-06-30 0001001907变动:去年结束时权益奖的价值在先前年度授予的访问条件期间的受覆盖年份。成员ECD:非PEO NEO会员2022-07-012023-06-30 0001001907变动:去年授予的权益奖在受到覆盖的年份的访问日期方面的价值变动。成员ECD:非PEO NEO会员2022-07-012023-06-30 0001001907在本年授予并已实现之股权奖励价值的授予日期成员ECD:非PEO NEO会员2022-07-012023-06-30 0001001907在先前年度授予并未实现之外部和未实现之股权奖励价值的变化成员ECD:非PEO NEO会员2022-07-012023-06-30 0001001907ECT:在涵盖年度内授予的股权奖励的年终价值,未实现并未分派的成员ECD:非PEO NEO会员2022-07-012023-06-30 0001001907经济合作发展组织:企业奖奖项调整成员ECD:非PEO NEO会员2023-07-012024-06-30 0001001907变动:在覆盖年度的财务结束时支付的股息或其他收益,未在总共计中反映。成员ECD:非PEO NEO会员2023-07-012024-06-30 0001001907变动:去年结束时权益奖的价值在先前年度授予的访问条件期间的受覆盖年份。成员ECD:非PEO NEO会员2023-07-012024-06-30 0001001907变动:去年授予的权益奖在受到覆盖的年份的访问日期方面的价值变动。成员ECD:非PEO NEO会员2023-07-012024-06-30 0001001907在本年授予并已实现之股权奖励价值的授予日期成员ECD:非PEO NEO会员2023-07-012024-06-30 0001001907在先前年度授予并未实现之外部和未实现之股权奖励价值的变化成员ECD:非PEO NEO会员2023-07-012024-06-30 0001001907ECT:在涵盖年度内授予的股权奖励的年终价值,未实现并未分派的成员ECD:非PEO NEO会员2023-07-012024-06-30 00010019072021-07-012022-06-30 0001001907私募股权分配的调整,不含在综合收入表成员中报告的价值。ECD:非PEO NEO会员2021-07-012022-06-30 00010019072022-07-012023-06-30 0001001907私募股权分配的调整,不含在综合收入表成员中报告的价值。ECD:非PEO NEO会员2022-07-012023-06-30 0001001907私募股权分配的调整,不含在综合收入表成员中报告的价值。ECD:非PEO NEO会员2023-07-012024-06-30 0001001907ecd : Eqty Awrds Adjs MemberPeo成员2021-07-012022-06-30 0001001907变动:在覆盖年度的财务结束时支付的股息或其他收益,未在总共计中反映。成员Peo成员2021-07-012022-06-30 0001001907变动:去年结束时权益奖的价值在先前年度授予的访问条件期间的受覆盖年份。成员Peo成员2021-07-012022-06-30 0001001907变动:去年授予的权益奖在受到覆盖的年份的访问日期方面的价值变动。成员Peo成员2021-07-012022-06-30 0001001907在本年授予并已实现之股权奖励价值的授予日期成员Peo成员2021-07-012022-06-30 0001001907在先前年度授予并未实现之外部和未实现之股权奖励价值的变化成员Peo成员2021-07-012022-06-30 0001001907ECT:在涵盖年度内授予的股权奖励的年终价值,未实现并未分派的成员Peo成员2021-07-012022-06-30 0001001907Ecd: Eqty奖项调整成员Peo成员2022-07-012023-06-30 0001001907变动:在覆盖年度的财务结束时支付的股息或其他收益,未在总共计中反映。成员Peo成员2022-07-012023-06-30 0001001907变动:去年结束时权益奖的价值在先前年度授予的访问条件期间的受覆盖年份。成员Peo成员2022-07-012023-06-30 0001001907变动:去年授予的权益奖在受到覆盖的年份的访问日期方面的价值变动。成员Peo成员2022-07-012023-06-30 0001001907在本年授予并已实现之股权奖励价值的授予日期成员Peo成员2022-07-012023-06-30 0001001907在先前年度授予并未实现之外部和未实现之股权奖励价值的变化成员Peo成员2022-07-012023-06-30 0001001907ECT:在涵盖年度内授予的股权奖励的年终价值,未实现并未分派的成员Peo成员2022-07-012023-06-30 0001001907美元指数 : 股票奖助金调整成员Peo成员2023-07-012024-06-30 0001001907变动:在覆盖年度的财务结束时支付的股息或其他收益,未在总共计中反映。成员Peo成员2023-07-012024-06-30 0001001907变动:去年结束时权益奖的价值在先前年度授予的访问条件期间的受覆盖年份。成员Peo成员2023-07-012024-06-30 0001001907变动:去年授予的权益奖在受到覆盖的年份的访问日期方面的价值变动。成员Peo成员2023-07-012024-06-30 0001001907在本年授予并已实现之股权奖励价值的授予日期成员Peo成员2023-07-012024-06-30 0001001907在先前年度授予并未实现之外部和未实现之股权奖励价值的变化成员Peo成员2023-07-012024-06-30 0001001907ECT:在涵盖年度内授予的股权奖励的年终价值,未实现并未分派的成员Peo成员2023-07-012024-06-30 0001001907私募股权分配的调整,不含在综合收入表成员中报告的价值。Peo成员2021-07-012022-06-30 0001001907私募股权分配的调整,不含在综合收入表成员中报告的价值。Peo成员2022-07-012023-06-30 0001001907私募股权分配的调整,不含在综合收入表成员中报告的价值。Peo成员2023-07-012024-06-30 thunderdome:项目
 

 


美国

证券交易委员会

华盛顿特区20549

 

14A议程

 

(规则14a-101)

附录 14A资讯

根据第部门的代理声明 14(a) of the

1934年证券交易所法案

 

由申请人提交 ☒

由非申报人提交 ☐

 

勾选适当的方框:

初步代理声明书

机密,仅供委员会使用 (适用于第14a-6(e)(2)条规定)

决定性代理声明书

决定性额外材料

根据§240.14a-12条催募资料

 

astrotech 公司

(依据章程规定之注册人名称)

(人名) 提交代理表格,如果非本公司提交者)

 

提交申请费用缴纳:(勾选所有适用选项):

不需缴付费用。

先前支付费用包括初步材料。

根据《交易所法》规则14a-6(i)(1)和0-11要求,表格中所计算的费用。

 

 

 

 

 

 

 

 

astc20241017_def14aimg001.jpg

 

 

 

astc20241017_def14aimg002.jpg

astc20241017_def14aimg003.jpg

astc20241017_def14aimg004.jpg

procont.jpg

 

 

委托书声明

股东年度股东大会通知

截至2024年6月30日的财政年度

 

2024年12月13日 星期五

中部标准时间上午9点

2105 Donley Drive,100号套房

德克萨斯州奥斯汀78758

 

 

 

 

 

汤玛斯·B·皮肯斯三世

 
 

astc20241017_def14aimg006.jpg

 
 

董事自2004年起

 
 

董事会主席

 

 

丹尼尔·T·罗斯勒·贾纳

汤姆·威尔金森

吉姆·贝克

astc20241017_def14aimg007.jpg

astc20241017_def14aimg008.jpg

astc20241017_def14aimg009.jpg

自2011年起担任董事

董事自2018年起

董事自2022年起

董事会委员会:

审计、薪酬和企业

董事会委员会:

审计(主席)、薪酬(主席),

董事会委员会:

审计、薪酬,以及企业

公司治理和提名(主席)

以及企业治理和提名

公司治理和提名

 

首席独立董事

 

 

Bob McFarland

Jaime Hinojosa

 

astc20241017_def14aimg010.jpg

astc20241017_def14aimg011.jpg

 

自2023年起担任董事

自2015年加入公司

 

董事

致富金融(临时代码)财务长,

 
 

财务长,出纳和秘书

 

 

 

 

 

 

代理人声明书

股东年度股东大会通知

 

2024年10月24日

 

致Astrotech公司股东:

 

诚挚邀请您参加Astrotech公司截至2024年6月30日财政年度的股东年度大会(“年度大会”),该公司是德拉瓦州注册的一家公司(“公司”或“astrotech”),将于2024年12月13日上午9:00举行,地点为德拉瓦州奥斯汀市唐利大道2105号100室,邮递区号78758,中部标准时间。有关年度大会、董事候选人和待审议提案的信息请参见本股东年度大会通知书(“年度大会通知书”)和代理人声明书(“代理人声明书”)。届时将请务必参加会议:

 

 

i.

选举六位董事提名人当选为董事,直至2025年股东大会(“2025年年度会议”)为止;

 

ii.

批准RBSm LLP担任我们的独立注册公共会计师事务所,其服务将截至2025年6月30日财政年度结束;

 

iii.

就我们所任命的高级主管的薪酬(“Say-on-Pay”)作出咨询性批准;

 

iv.

处理股东大会及任何相关休会或延期的股东大会中可能适当提出的其他业务。

 

公司的董事会(“董事会”)已批准将这些建议提交给公司的股东,并建议赞成这些提议,以及可能在年度股东大会上提交给您表决的其他事项。董事会已确定2024年10月17日(“记录日期”)为业主终止业务的日期,以确定股东有权收到年度股东大会通知并进行表决。

 

根据证券交易委员会(SEC)的「通知与访问」规则,在2024年10月24日左右,我们将邮寄一份有关股东可获取代理材料的通知,包含如何访问年度股东大会通知、代理声明、代理卡以及截至2024年6月30日的财政年度的公司第10-K表格(「第10-K表格」),并可透过互联网以电子方式投票。我们相信以电子方式提供这些材料能更有效率地提供给我们的股东代理材料,同时降低成本并减少年度股东大会对环境的影响。不过,如果您希望收到我们的代理材料的印刷版本,您可书面或口头请求无费提供此类材料。请遵循包含在有关股东可获取代理材料的通知中的指示,或通过致电+1-800-662-5200(免费电话)联系我们的代理请求程序。银行和经纪商可致电+1-203-658-9400或发送电邮至ASTC.info@investor.sodali.com。

 

投票可通过返回代理人卡、致电1-888-457-2959,或在 www.proxyvoting.com/ASTC 线上完成。

 

只有您最新日期的代理投票卡才会计入,任何代理都可以在股东大会上行使之前的任何时间撤销,如本代理人声明所述。有关详细资料可在代理投票卡和代理人声明的“投票方式”部分找到。

 

就于2024年12月13日举行的年度股东大会的代理人资料的可用性发出重要通知。年度股东大会通知、代理人委托书、代理人卡和10-k表格可在www.astrotechcorp.com的标题下获得。 投资者。如果您想索取印刷资料,请在年度股东大会日期前一周之前提出申请,以便在年度股东大会之前收到。请务必在申请中包含您的完整姓名和地址。

 

感谢您及时投票支持。

 

 

董事会的要求

 

Jaime Hinojosa

 

Jaime Hinojosa

致富金融(临时代码)长、财务和秘书

德克萨斯州奥斯丁

 

您的投票至关重要。无论您是否打算亲临会议,请在附上的代理人卡上标记、签名并填写日期,并将其放入附上的信封中,以确保您的股份被代表参加会议。
请在附上的代理人卡上标记、签名并填写日期,并将其放入附上的信封中,以确保您的股份被代表参加会议。
请将附上的代理人卡放入附上的信封中,以确保您的股份在会议中得到代表。
如果您出席会议,您可以随意亲自投票,即使您之前已提交代理。
如果您希望在会议中亲自投票,即使您之前已提交代理,也可以这样做。 

 

 

 

 

代理人声明书

一般信息

 

本代理声明是提供给astrotech普通股股东,每股面值$0.001(“普通股”),截至记录日期,与astrotech董事会就将于2024年12月13日上午9:00在德州奥斯丁Donley Drive2105号100套房举行的年度股东大会进行的代理征求有关。本代理声明、附带的代理卡以及10-k表格将于2024年10月24日左右分发给股东。随附的代理由公司董事会代为发起。

 

在年度会议上,您将被问到:

 

 

i.

选出六名董事加入公司董事会(“董事选举提案”);

 

 

ii.

批准RBSm LLP作为我们2025财政年度独立注册的上市会计师事务所(“核数师批准提案”)的任命;

 

 

iii.

就我们指定的执行长报酬(即“薪酬投票提案”)进行咨询性批准;并

 

 

iv.

处理可能在会议及任何相关的休会或延期中适当提出的其他业务。

 

代理材料的网络可用性

 

astrotech透过互联网向股东提供这些资料。 我们将于2024年10月24日左右邮寄《关于委托书材料可得性的通知》给我们的股东,该通知包含如何访问年度股东大会通知、委托书、委托卡和第10-k表格以及如何在网上进行电子投票的说明。 年度股东大会通知、委托书、委托卡和第10-k表格可在www.astrotechcorp.com免费提供,网页上标题为「投资者专区」。

 

记录日期和表决证券

 

董事会已确定业务截止日期为2024年10月17日(「记录日期」),作为确定股东有权收到年度股东大会通知并投票的记录日期。截至记录日期,普通股共有1,701,729股流通,其中包括具有投票权的37,105股限制性股票。持有普通股和具有投票权的限制性股票的持有人有权收到年度股东大会通知,并按记录日期持有的股份每股一票投票。任何股东均不得累积投票权。

 

撤销授权书

 

每位提供代理权的股东在该代理代表的股份被投票前皆有权撤销该代理权。代理权的撤销在公司秘书收到撤销代理的文件或盖有较晚日期的正式执行的代理时生效。此外,股东可以透过亲自在年度股东大会上投票来更改或撤销先前签署的代理。

 

如何投票

 

由于许多astrotech股东无法参加年度大会,董事会请求代表给予每位股东在本代理声明所载的年度大会上设定的所有事项上投票的机会。建议股东仔细阅读本代理声明中的材料,并通过以下方法之一投票:

 

 

i.

将代理卡完整填写、签署、日期并及时寄回邮件中附上的邮资已付信封。

 

ii.

拨打1-888-457-2959并按照电话线上提供的指示操作;或

 

iii.

请访问www.proxyvoting.com/ASTC这个网站,并按照网站上提供的指示进行投票。

 

投票时,请保管好您的委任书,使用电话或网路投票。所有透过电话或网路进行的投票必须于2024年12月12日东部标准时间晚上11:59之前提交,以便计入。每张(i)正确填写并签署,(ii)在股东大会上提前或于会议期间及时收到并(iii)在上述说明中未经适当撤销的委任书,将根据委托书中指定的方向投票,否则将按照代表中指定的人的判断进行投票。如果未指定选择并且委任书经适当签署且退回,则股份将按照董事会指定的代理人依照董事会建议进行投票。

 

 

 

具有利益所有者,通过证券经纪人或其他金融机构拥有股份的人可以通过退回投票指示表或按照由证券经纪人或其他金融机构提供的通过电话或互联网进行投票的指示进行投票。如果您拥有多个账户中的股份或使用多个姓名拥有股份,您可能会收到多份代理材料。请投票您所有的股份。

 

董事会已聘任Thomas b. Pickens III先生为我们的行政总裁兼董事会主席,Jaime Hinojosa先生担任我们的致富金融(临时代码)、秘书和司库,代表您根据您提交的指示投票。

 

法定人数

 

持有至少三分之一所有已发行及流通股票的股东,不论亲自出席或代表出席,将构成股东大会的法定人数。

 

董事选举需要投票

 

The Election of Directors Proposal requires the vote of a plurality of the shares of Common Stock represented at the Annual Meeting and entitled to vote thereon (meaning that the director nominees who receive the highest number of shares voted “for” their election are elected). As a result, votes withheld and broker non-votes (as explained below), if any, will not affect the outcome of the vote on this proposal since only votes For a nominee will be counted.

 

Vote Required for the Auditor Ratification Proposal and the Say-on-Pay Proposal

 

The Auditor Ratification Proposal and the Say-on-Pay Proposal each require the affirmative vote of a majority of the total votes cast at the Annual Meeting by the holders of Common Stock. As a result, abstentions, if any, will not affect the outcome of the vote on the Auditor Ratification Proposal and the Say-on-Pay Proposal.

 

Method of Tabulation and Broker Voting

 

One or more inspectors of election appointed for the Annual Meeting will tabulate the votes cast in person or by proxy at the Annual Meeting and will determine whether or not a quorum is present. The inspectors of election will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

 

What are broker non-votes?

 

如果您是以您的经纪人、银行或其他代理人名义登记的股票的受益所有人,则您的股份由您的经纪人、银行或其他代理人以您的提名人身份或以"街头姓名"持有,您将需要从持有您股份的机构获取一张选民指示卡,并按照其中包含的指示指示机构如何投票您的股份。 银行、经纪人和其他代理人作为提名人被允许使用自由判断权来就被纽约证券交易所视为「例行」的提案投票,但在未获得客户的投票指示之前,不得就被纽约证券交易所视为「非例行」的提案投票。 当某个提案被视为「非例行」且为受益所有人持有股份的提名人在考虑事项上没有自由判断权并且未收到受益所有人的指示时,会发生经纪人「非投票」。 被视为「例行」和「非例行」的提案的判断可能要等到此代理人联名书函寄给您之后由纽约证券交易所进行。 因此,如果您希望决定股份的投票权,您提供投票指示给您的银行、经纪人或其他提名人是很重要的。

 

根据相关管理此类券商的规定,我们认为董事选举提案不太可能被视为「例行」事项。这意味著如果券商未从受益人收到指示,则可能不允许券商在此事项上投票。我们认为审计师核准提案可能被视为「例行」事项,因此您的券商公司即使未收到您的指示,只要以其名义拥有您的股份,可能就可以对审计师核准提案进行投票。 对于支薪提案,券商如果未获得受益所有者的指示,则不得投票赞成此提案,因此券商未投票不会影响该提案的结果。

 

 

 

公司于2024年3月31日结束的季度期间提交给委员会的季度报告,即基本报表Form 10-Q,其中包含未经审核的中期财务报表;

 

如果您通过邮件收到本文件,则Form 10-k将与本代理登记书一同邮寄给您。根据SEC的“通知和存取”规则,我们还通过互联网在www.astrotechcorp.com的“投资者”栏下,将股东年度会议通知、代理登记书、委任书和Form 10-k以电子形式提供给股东。公司的Form 10-k和其他定期报告也可通过SEC的网站www.sec.gov和公司网站www.astrotechcorp.com的“投资者”栏下获得。在本代理登记书中对我们或其他网站的引用仅作为文字参考,并不将这些网站的信息纳入本代理登记书之中。

 

投票结果

 

我们将在股东大会上宣布初步投票结果,在提交给证券交易委员会的Form 8-k当前报告中,在股东大会举行后的四个业务日内披露最终投票结果,除非在提交Form 8-k时仅有初步投票结果可用。如有需要,我们将提交修订后的Form 8-k报告,以在最终投票结果确定后的四个业务日内披露最终投票结果。您可以在公司网站 www.astrotechcorp.com 免费查阅或获得这些以及其他报告的副本。此外,提及的Form 8-k、任何修改以及我们向证券交易委员会提交的其他报告都可以在SEC网站 www.sec.gov 上通过互联网查看。

 

股东名册

 

年度股东大会前十天,所有有权投票的股东名单将在我们的办公室(德州奥斯汀唐利大道2105号100套房)的正常业务时间内开放供任何股东检视。

 

 

 

 

公司治理

 

公司的业务事务根据特拉华州通用公司法,修订后的公司组织章程(即“公司章程”)和修订后的公司规定(即“规定”)管理。董事会的角色是有效地管理公司的事务,为公司的股东利益着想,确保astrotech行业板块的活动以负责任和道德的方式进行。董事会努力通过任命合格的管理层来确保公司的成功,该管理层定期向董事会成员提供有关公司业务和行业的信息。董事会致力于维护健全的公司治理原则。

 

公司遵循反映于一套书面公司治理政策的企业治理原则和实践,该政策可在公司网站www.astrotechcorp.com的“投资者”栏下查阅。这些政策包括以下内容:

 

 

道德与业务行为行为准则

 

高级财务主管道德守则

 

股东与董事沟通政策

 

会计和审计事项的投诉和举报程序

 

审计委员会章程

 

薪酬委员会章程

 

公司治理和提名委员会章程

 

道德与业务行为行为准则

 

公司的道德操守和业务行为守则适用于astrotech的所有董事、高管和员工。该守则的关键原则包括合法道德行事、勇敢发声、寻求建议以及与公司股东公平交易。该道德操守和业务行为守则可在公司网站www.astrotechcorp.com的“投资者”栏下找到,并可应公司股东要求提供副本。该道德操守和业务行为守则符合纳斯达克规则下“行为守则”的要求。

 

高级财务主管的道德规范

 

公司的高级财务主管道德守则适用于公司的首席执行官("CEO")、财务长("CFO")和控制器。该守则的关键原则包括合法和道德行事、促进诚实的业务行为,并向公司的股东及时提供有意义的财务披露。高级财务专业人士的道德守则可在公司网站www.astrotechcorp.com的“投资者”栏下找到,并根据要求向公司的股东提供副本。高级财务专业人士的道德守则符合证券交易委员会规则下“道德守则”的要求。

 

股东与董事沟通政策

 

公司的股东与董事通信政策提供了一个媒介,供股东与董事会沟通。根据该政策,股东可以通过发送信件给Astrotech股份有限公司,致函:董事会股东通信,注意:秘书,2105 Donley Drive,Suite 100,Austin,Texas 78758,与董事会或特定董事会成员沟通。这些通信应该指定预定的接收者。除了未经请求的商业招揽,所有此类通信将转发给适当的董事,或董事,以供审阅。

 

会计和审计事项的投诉和举报程序

 

公司的投诉和举报会计和审计事宜程序规定(i)接收、保存和处理有关会计、内部会计控制或审计事宜的投诉、举报和关切,以及(ii)员工关于有疑问的会计或审计事宜的投诉、举报和关切可进行机密、匿名提交。投诉可通过免费独立的“合规热线”电话号码进行,也可通过在www.reporit.net网站上向专用电子邮件地址提交问题。接收到的投诉将由公司法律顾问记录,并通报给公司的审计委员会,并在公司的审计委员会指导下进行调查。根据2002年萨班斯-豪利法案第806条规定,这些程序禁止公司对提交善意投诉、举报或关切的人采取不利行动。

 

 

 

董事会在风险监督中的角色

 

董事会已确定董事长和CEO合并职位适合公司,因为能够促进公司统一的领导和指导,让管理层专注执行公司的策略和业务计划。这种结构还能避免因要求独立董事长而导致的额外成本和低效。董事会认为这种治理结构能够使董事会有效地与董事长和CEO的合并职位合作。

 

在董事会的选择下,汤姆·威尔金森担任首席独立董事(“首席董事”)。首席董事是与CEO的主要联络人,协助董事长订定董事会议程,主持董事会的执行会议,确定并审查战略机遇,并将董事会成员的反馈意见传达给CEO。董事会认为这种方式适当且有效地补充了董事长和CEO的合并职责。

 

董事会努力平衡所有Astrotech股东的风险和回报比例。借此,管理层以正式和非正式的方式与董事会保持著经常性的沟通。这包括在正式董事会会议、正式委员会会议及更频繁的非正式对话中,与Astrotech管理层讨论业务状况、行业和整体经济环境。此外,董事会利用其委员会来考虑需要进一步专注、技能组合和/或独立性的特定话题。审计委员会协调董事会对公司内部财务报告、披露控制和程序以及行为守则的监督。管理层定期向审计委员会报告这些范畴。薪酬委员会协助董事会履行对来自我们薪酬政策及计划所产生风险的监督职责。企业治理和提名委员会协助董事会履行与董事会组织、成员和架构相关的风险、董事后继计划及企业治理相关的监督责任。

 

董事会

 

董事会于2024财政年度举行了​​总共1次会议,通过书面同意进行了6次行动。我们所有董事都应该参加董事会及其所在委员会的每次会议,并鼓励他们在合理范围内参加年度股东大会。所有董事在其担任2024财政年度董事期间举行的董事会及其所在委员会的会议中,出席率皆为100%。所有董事均出席了我们的2023年股东年会(“2023年度股东大会”)。

 

Committees of the Board of Directors

 

During fiscal year 2024, the Board had three standing committees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. The members of each committee and the chair of each committee are appointed annually by the Board.

 

Each such committee currently consists of three (3) persons, and each member of the Audit, Compensation, and Corporate Governance and Nominating Committees meet the independence requirements of the Nasdaq’s Listing Rules.

 

The Company periodically reviews, both internally and with the Board, the provisions of the Sarbanes-Oxley Act of 2002 and the rules of the SEC and Nasdaq regarding corporate governance policies, processes, and listing standards. In conformity with the requirement of such rules and listing standards, we have adopted a written Audit Committee Charter, a Compensation Committee Charter, and a Corporate Governance and Nominating Committee Charter, each of which may be found on the Company’s website at www.astrotechcorp.com under the heading “Investors” or by writing to Astrotech Corporation, Attn: Investor Relations, 2105 Donley Drive, Suite 100, Austin, Texas 78758 and requesting copies.

 

Audit Committee

 

The Audit Committee is composed solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Audit Committee and approved by the Board. The charter is available on the Company’s website at www.astrotechcorp.com under the heading “Investors.” The Audit Committee is responsible for appointing and compensating a firm of independent auditors to audit the Company’s financial statements, as well as oversight of the performance and review of the scope of the audit performed by the Company’s independent registered public accounting firm. The Audit Committee also reviews audit plans and procedures, changes in accounting policies, and the use of the independent auditors for non-audit services. As of the end of fiscal year 2024, the Audit Committee consisted of Messrs. Wilkinson (Chairman), Russler, and Becker. The Board has determined that each of Messrs. Wilkinson, Russler, and Becker met the qualification guidelines as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. During fiscal year 2024, the Audit Committee met five (5) times.

 

Upon their election, each of Messrs. Wilkinson (Chairman), McFarland, and Winn will serve on the Audit Committee. The Board has determined that Mr. Wilkinson meets the qualification guidelines as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

 

 

Audit Committee Pre-Approval Policy and Procedures

 

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the Company’s independent auditor. Audit Committee charter requires the pre-approval of all audit and permissible non-audit services to be provided by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. The charter, as amended, provides for the general pre-approval of specific types of services and gives detailed guidance to management as to the specific audit, audit-related, and tax services that are eligible for general pre-approval. For both audit and non-audit pre-approvals, the Audit Committee will consider whether such services are consistent with applicable law and SEC rules and regulations concerning auditor independence. 

 

The charter delegates to the Chairman of the Audit Committee the authority to grant certain specific pre-approvals, provided that the Chairman of the Audit Committee is required to report the granting of any pre-approvals to the Audit Committee at its next regularly scheduled meeting. The charter prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve services performed by the independent auditor.

 

Requests for pre-approval of services must be detailed as to the particular services proposed to be provided and are to be submitted by the CFO. Each request generally must include a detailed description of the type and scope of services, a proposed staffing plan, a budget of the proposed fees for such services, and a general timetable for the performance of such services. The Report of the Audit Committee can be found in this Proxy Statement following the description of the Say-on-Pay Proposal. 

 

Compensation Committee

 

The Compensation Committee is composed solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Compensation Committee and approved by the Board. The charter is available on the Company’s website at www.astrotechcorp.com under the heading “Investors.” The Compensation Committee is responsible for determining the compensation and benefits of all executive officers of the Company and establishing general policies relating to compensation and benefits of employees of the Company. The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine in an informational or advisory capacity.

 

The Board considers the performance of our CEO annually. Compensation Committee meetings to determine the compensation of the CEO must be held in executive session. Compensation Committee meetings to determine the compensation of any officer of the Company other than the CEO may be attended by the CEO, but the CEO may not vote on these matters.

 

The Compensation Committee administers the Company’s 2021 Omnibus Equity Incentive Plan in accordance with the terms and conditions set forth in that plan. In addition, to the extent awards remain outstanding under the 2008 Stock Incentive Plan and the 2011 Stock Incentive Plan (together, the “Prior Plans”), the Compensation Committee administers the Prior Plans and those prior awards in accordance with the terms, conditions and procedures set forth in the Prior Plans and the applicable award agreements. As of the end of fiscal year 2024, the Compensation Committee consisted of Messrs. Wilkinson (Chairman), Russler, and Becker. During fiscal year 2024, the Compensation Committee met three (3) times.

 

Upon their election, each of Messrs. Wilkinson (Chairman), Halinski, and Winn will serve on the Compensation Committee.

 

Corporate Governance and Nominating Committee

 

The Corporate Governance and Nominating Committee is comprised solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Corporate Governance and Nominating Committee and approved by the Board. The charter is available on the Company’s website at www.astrotechcorp.com under the heading “Investors.” The primary purpose of the Corporate Governance and Nominating Committee is to provide oversight on the broad range of issues surrounding the composition and operation of the Board, including identifying individuals qualified to become Board members and recommending director nominees for the next annual meeting of stockholders. As of the end of fiscal year 2024, the Corporate Governance and Nominating Committee consisted of Messrs. Russler (Chairman), Wilkinson, and Becker. During fiscal year 2024, the Corporate Governance and Nominating Committee met one (1) time.

 

Upon their election, each of Messrs. McFarland (Chairman), Halinski, Wilkinson, and Winn will serve on the Corporate Governance and Nominating Committee.

 

 

Director Nomination Process

 

Regarding nominations for directors, the Corporate Governance and Nominating Committee identifies nominees in various ways. The Corporate Governance and Nominating Committee considers the current directors that have expressed interest in, and that continue to satisfy, the criteria for serving on the Board. Other nominees may be proposed by current directors, members of management, or by stockholders. From time to time, the Corporate Governance and Nominating Committee may engage a professional firm to identify and evaluate potential director nominees. Regarding the skills of the director candidate, the Corporate Governance and Nominating Committee considers individuals with industry and professional experience that complements the Company’s goals and strategic direction. The Corporate Governance and Nominating Committee has established certain criteria it considers as guidelines in considering nominations for the Board. The criteria include:

 

 

the candidate’s independence;

 

the candidate’s depth of business experience;

 

the candidate’s availability to serve;

 

the candidate’s integrity and personal and professional ethics;

 

the diversity of experience and background relative to the Board as a whole; and

 

the need for specific expertise on the Board.

 

The above criteria are not exhaustive and the Corporate Governance and Nominating Committee may consider other qualifications and attributes which they believe are appropriate in evaluating the ability of an individual to serve as a member of the Board of Directors. In order to ensure that the Board consists of members with a variety of perspectives and skills, the Corporate Governance and Nominating Committee has not set any minimum qualifications and also considers candidates with appropriate non-business backgrounds. Other than ensuring that at least one member of the Board is a financial expert and a majority of the Board meet all applicable independence requirements, the Corporate Governance and Nominating Committee looks for how the candidate can adequately address his or her fiduciary requirement and contribute to building stockholder value. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying Director nominees, it is one of the factors considered when identifying individuals for Board membership. The Company expects to continue to consider diversity in future nomination and review processes. In accordance with Nasdaq Listing Rule 5605(f), the Company discloses certain self-identified personal demographic characteristics of its directors. For more information, see “Information About Directors, Nominees and Executive Officers - Board Diversity Matrix.”  

 

The Corporate Governance and Nominating Committee will consider, for possible Board endorsement, director candidates recommended by stockholders. For purposes of the Annual Meeting, the Corporate Governance and Nominating Committee will consider any nominations received by the Secretary from a stockholder of record on or before September 16, 2024. Any such nomination must be made in writing, must be accompanied by all nominee information that is required under the federal securities laws, and must include the nominee’s written consent to serve as a director if elected. The nominee must be willing to allow the Company to complete a background check. The nominating stockholder must submit their name and address, as well as that of the beneficial owner, if applicable, and the class and number of shares of Common Stock that are owned beneficially and of record by such stockholder and such beneficial owner. Finally, the nominating stockholder must discuss the nominee’s qualifications to serve as a director.

 

Director Attendance at Annual Stockholder Meetings

 

The Board members are expected to attend our annual stockholder meetings. All directors attended our 2023 Annual Meeting.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of the Company’s Common Stock to file reports of ownership and changes in ownership with the SEC. Such directors, executive officers, and greater than 10% stockholders are required by SEC regulation to furnish to the Company copies of all Section 16(a) forms they file. Due dates for the reports are specified by those laws, and the Company is required to disclose in this document any failure in the past fiscal year to file by the required dates. Based upon a review of the copies of such forms furnished to us, we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during the fiscal year ended June 30, 2024 were filed in a timely manner by our officers and directors.

 

 

 

PROPOSAL 1 ELECTION OF DIRECTORS

 

The Corporate Governance and Nominating Committee, which is comprised entirely of independent directors, has carefully considered all director nominees. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated Thomas B. Pickens III, Tom Wilkinson, Bob McFarland, Eric Stober, John Halinski, and Charles Winn to the Board to serve as directors until the 2025 Annual Meeting. Each nominee has agreed to serve if elected.

 

All directors shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified, or their earlier removal, death, retirement, disqualification or resignation from office. The Company’s Charter authorizes the Board from time to time, by the vote of a majority of the entire Board, to determine the number of its members subject to the limitations specified therein. Any vacancies and newly created directorships resulting from an increase in the number of directors shall be filled exclusively by a majority of the directors then in office, even if less than a quorum, and shall hold office until the next stockholder’s meeting at which directors are elected and his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal from office.

 

The Board has determined that four (4) of the six (6) director nominees (indicated by asterisk in the table below) have no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and are “independent directors” as defined by Rule 5605(a)(2) of the Nasdaq’s Listing Rules.

 

Information about the number of shares of Common Stock beneficially owned by each director appears later in this Proxy Statement under the heading “Security Ownership of Directors, Executive Officers, and Principal Stockholders.

 

Vote Required for Approval of this Proposal

 

The Election of Directors Proposal requires the vote of a plurality of the shares of Common Stock represented at the Annual Meeting and entitled to vote thereon (meaning that the director nominees who receive the highest number of shares voted “for” their election are elected). As a result, withhold votes and “broker non-votes” if any, will not affect the outcome of the vote on this proposal since only votes “For” a nominee will be counted.

 

Directors Recommendation

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES:

 

Thomas B. Pickens III

Tom Wilkinson *

Bob McFarland*

Charles Winn*

Eric Stober

John Halinski*

* Indicates independent director

 

 

 

 

 

INFORMATION ABOUT DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

 

Current Directors Nominated for Re-election

 

Thomas B. Pickens III

Chairman and Chief Executive Officer of Astrotech Corporation

 

Mr. Pickens, 67, became a Director on our Board during 2004. He currently serves as Chairman of the Board and Chief Executive Officer of Astrotech and has held those positions since January 2007. He also currently serves as CEO of the Astrotech subsidiaries including Astrotech Technologies Inc, 1st Detect Corporation, AgLAB Inc., Pro-Control, Inc., and BreathTech Corporation. Mr. Pickens provides the technical vision and leadership to create new products and services by also serving as the Chief Technology Officer of Astrotech Corporation.

 

From 1982 to 1984, Mr. Pickens was the founder and President of Beta Computer Systems, Inc.; from 1985 to 1995, founder and President of T.B. Pickens & Co.; from 1986 to 1988, founder and General Partner of Grace Pickens Acquisition Partners L.P.; from 1988 to 1989, founder and Managing Partner of Sumpter Partners. From 1988 to 1994, Mr. Pickens was the CEO of Catalyst Energy Corporation and CEO of United Thermal Corporation (NYSE), President of Golden Bear Corporation, President of United Hydro, Inc., President of Slate Creek Corporation and President of Eury Dam Corporation. From 1995 to 2003, Mr. Pickens was the founder and CEO of U.S. Utilities, The Code Corporation, Great Southern Water Corp., South Carolina Water & Sewer, Inc. and the founder and Managing Partner of Pickens Capital Income Fund L.P. From 2004 to 2006, he was the Co-Chairman of the Equity Committee during the bankruptcy of Mirant Corp. (Nasdaq: MIRKQ). Mr. Pickens received a Bachelor of Arts in Economics, Computer Science and Engineering from Southern Methodist University.

 

Mr. Pickens was previously the Chairman of the Board of Xplore Technologies Corporation until it was sold to Zebra Technologies (Nasdaq: ZBRA) in July 2018. He has served as the Chairman of the Board of Astrotech Space Operations, Inc., Beta Computer Systems, Inc., Catalyst Energy Corporation, United Thermal (NYSE), Century Power Corporation, Vidilia Hydroelectric Corporation, U.S. Utilities, Great Southern Water Corp. and South Carolina Water & Sewer, Inc. He has served as a member on the boards of Trenwick America Reinsurance Corporation, Spacehab Inc. (Nasdaq), Advocate MD, Optifab, Inc. (Nasdaq) and was the New York chapter Chairman of United Shareholders Association, a shareholders’ rights organization. Mr. Pickens was selected to serve on the Board based on the valuable experience he brings in his capacity as our CEO along with his extensive experience and knowledge of our Company and the industries we serve.

 

Tom Wilkinson

Lead Independent Director

 

Mr. Wilkinson, 55, has brought to our Board significant financial experience, as well as mergers and acquisitions, international business and executive compensation expertise since becoming a Director in October 2018. Mr. Wilkinson is a professional advisor and consultant through his businesses Coleridge Advisors, LLC founded in 2024 and Wilkinson & Company, founded in 2014, which provide turn around, M&A, financial restructuring and business growth advisory services. Through his consultancy, he recently served as Chief Financial Officer for Amelia Holdings, Inc., which was sold to SoundHound, Inc. (Nasdaq:SOUN) in August 2024. Mr. Wilkinson served as Chairman of the Board of Directors at SideChannel, Inc. (OTCQB:SDCH) from August 2019 until he retired in December 2022. He served as CEO of Sonim Technologies (Nasdaq:SONM) from October 2019 to May 2021. Mr. Wilkinson was the Chief Executive Officer of Xplore Technologies Corp. (Nasdaq:XPLR), an international rugged tablet company, leading up to the sale of the company to Zebra Technologies in August 2018. Prior to his tenure at Xplore, he served as Chief Financial Officer for Amherst Holdings, a financial services company focused on real estate and real estate financing. In this role, Mr. Wilkinson took part in the successful sale of Amherst’s broker dealer subsidiary, significant capital generation for new strategies and the spin-off of one of the largest single-family equity businesses in the United States. Mr. Wilkinson was the co-founder and Managing Partner of PMB Helin Donovan, a multi-office regional accounting firm where he led the growth of the firm both organically and through acquisition to one of the top 200 firms in the United States. His clients at PMB Helin Donovan included a large number of domestic public companies and international businesses. He has both master’s and bachelor’s degrees from the University of Texas and is a Certified Public Accountant in Texas.

 

The Board has determined that Mr. Wilkinson meets the qualification guidelines as an “audit committee financial expert” as defined by the SEC rules. Mr. Wilkinson has served as the Lead Independent Director since 2021, as the Chairman of the Compensation Committee since 2018, as the Chairman of the Audit Committee since 2022, and also serves as a member of the Corporate Governance and Nominating Committee.

 

 

 

Bob McFarland

Director


 

Mr. McFarland, 80, joined our Board in January 2023. He served as an Assistant Secretary for Information and Technology and Chief Information Officer at the Department of Veterans Affairs (“VA”) from January 2004 through his retirement in 2006. In this role, he advised the Secretary of Veterans Affairs on matters pertaining to acquisition and management of IT systems. He was also responsible for overseeing operation of the VA’s computer systems and telecommunication networks for medical information, veterans’ benefits payments, life insurance programs, and financial management systems. Prior to his tenure at the VA, Mr. McFarland served as Vice President of Governmental Relations for Dell Computer Corporation (“Dell”). He joined Dell in 1996 as Vice President and General Manager of the Federal Business segment. He held several senior executive positions at Dell, including managing its global segment, large corporate accounts, and government sector. Under his leadership, Dell became a leading supplier of computer systems to the federal government. In 1998, Mr. McFarland was named to the “Federal 100,” a joint government and industry award designating the top 100 executives in the federal marketplace. Mr. McFarland has a Bachelor of Science Degree in Business Management from LeTourneau University in Longview, Texas.

 

Mr. McFarland previously served on the Board of Advisors of Veterans Advantage as well as a member of the boards of directors for Xplore Technologies Corporation (Nasdaq:XPLR), CSIdentity Corporation, Ezenia! Inc., and Isothermal Systems Research Inc. Mr. McFarland’s experience in building businesses delivering technology to the government sector combined with his publicly traded company directorships quality him to be a member of our Board.

 

Upon his re-election, Mr. McFarland will serve as the Chairman of the Corporate Governance and Nominating Committee, and as a member of the Audit Committee.

 

New Directors Nominated for Election

 

John Halinski

Director Nominee


 

Mr. Halinski, 66, became the Chief Executive Officer of the SRI Group LLC formerly S&R Investments of VA LLC , a service-disabled veteran owned small business specializing in global security, technology and risk consulting opportunities, in July 2014. From January 2017 to June 2022, he was the President and owner of Raloid Corporation, a manufacturing facility specializing in sensitive DoD programs. In July 2004, Mr. Halinski began serving in strategic roles for the Transportation Security Agency (“TSA”) and finished his tenure with the TSA as Deputy Administrator from July 2012 to July 2014. Mr. Halinski served 25 years in the United States Marine Corps in a variety of intelligence and Special Operations positions. He earned a Bachelor of Arts degree from the University of Florida and a Master of Science degree in Strategic Intelligence from the National Intelligence University in Washington, D.C. He is a graduate of TSA's Senior Leadership Development Program and the Federal Executive Institute in Charlottesville, Virginia.

 

Mr. Halinski currently consults for the International Civil Aviation Organization as well as other Fortune 500 companies and several countries. He is also on the Board of Advisors for Marymount University’s Intelligence Studies Program and the Christopher Newport University’s Center for American Studies. He was a Senior Fellow with George Washington University and is currently on the Board of Editors of the Homeland Security Today. We believe Mr. Halinski is qualified to serve as a Director because of his extensive national security and leadership experience.

 

Upon his election, Mr. Halinski will serve as a member of the Corporate Governance and Nomination Committee and the Compensation Committee.

 

Eric Stober

Director Nominee


 

Eric Stober, 47, is a Chief Financial Officer, entrepreneur, investor, and former public company executive with a wealth of experience in finance, private equity, venture capital, and entrepreneurship.  In April 2022, he became the Chief Financial Officer for Capital Factory, the center of gravity for entrepreneurs in Texas and the most active venture capital firm in Texas by deal volume. In his role, Eric leads the company’s financial strategy and plays a pivotal role in driving growth. He joined Astrotech in 2008 and became the Chief Financial Officer in 2013. He served in that role until resigning in April 2022. Mr. Stober’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. During his tenure as our Chief Financial Officer, he played a key role in orchestrating the successful restructuring of the company, managing the $61 million sale of its satellite operations business to Lockheed Martin, and helping to reinvent the organization by launching multiple startups within the corporate ecosystem. He also spearheaded fundraising efforts totaling approximately $110 million in equity, debt, and non-dilutive grant financing. Before his roles at Capital Factory and Astrotech Corporation, Eric worked in private equity at both Virtus Capital Partners and Black Diamond Capital Management where he honed his proficiency in financial management, mergers and acquisitions, and investment strategy. He also co-founded several entrepreneurial ventures.  Eric began his career in private wealth management for Lehman Brothers and the Ayco Company, which was sold to Goldman Sachs during his tenure.  Mr. Stober holds an MBA from the McCombs School of Business at the University of Texas where he served as President of the MBA Entrepreneur Society, the largest student-run organization on campus.  He also earned an undergraduate degree in Finance from the University of Illinois, graduating with honors.

 

We believe Mr. Stober is qualified to serve as a Director because of his accounting, finance, capital markets, and leadership experience.

 

 

 

Charles Winn

Director Nominee


 

Mr. Winn, 68, joined Winn Exploration LLC (“Winn”), an oil and gas producer, in 1978 where he now serves as the President and Chief Executive Officer. In 1992, he led Winn’s diversification into alternative investments outside of oil and gas by forming businesses that include Edge Capital, Argent Trust Company, Manti Resources, Malibu IQ, and Hughes Research Labs. He currently serves on the Board of Directors of Corpus Christi Fish For Life. Mr. Winn graduated with a bachelor’s degree in agricultural and business management from Texas Tech University and earned a Ranch Management certification from Texas Christian University.

 

We believe Mr. Winn is qualified to serve as a Director because of his petrochemical industry experience and strategic business development skills.

 

Upon his election, Mr. Winn will serve as a member of the Audit Committee, the Corporate Governance and Nomination Committee and the Compensation Committee.

 

Current Directors Not Standing for Re-election

 

Daniel T. Russler, Jr.

Director


 

Mr. Russler, 61, joined our Board in April 2011. He has more than 30 years of capital markets, development, and entrepreneurial experiences, including an extensive background in sales and trading of a broad variety of equity, fixed income and private placement securities. Since 2003, Mr. Russler has been the Principal Partner of Family Asset Management, LLC, a multi-family office providing high net worth individuals and families with financial services. Mr. Russler has held portfolio and risk management positions at First Union Securities, Inc., J.C. Bradford & Co., William R. Hough & Co., New Japan Securities International, and Bankers Trust Company.

 

Mr. Russler received a Master in Business Administration from the Owen Graduate School of Management at Vanderbilt University and a bachelor's degrees in English and Political Science from the University of North Carolina. Mr. Russler has extensive knowledge of finance, entrepreneurship, investment allocation, and capital raising matters that the Board believes adds value to the Company. Mr. Russler has served as the Chairman of the Corporate Governance and Nominating Committee since 2016 and also serves on both the Audit Committee and the Compensation Committee of our Board.

 

Mr. Russler will continue his service as a Director until the conclusion of our Annual Meeting.

 

Jim Becker

Director


 

Mr. Becker, 55, joined our Board in June 2020. He is the founder and Chief Executive Officer of Becker Logistics, LLC which has experienced significant growth in its revenue during his tenure. He currently serves as a Chairman of Membership Committee for the Transportation Intermediaries Association where he also served as an At-Large Board Member for two terms from 2013-2019. Mr. Becker also serves as an Executive Advisory Committee Member for McLeod Software and is the creator of Jenna’s Foundation. In July 2021, Mr. Becker was appointed to the board of The Monroe Institute, a non-profit organization. Mr. Becker received a certificate in Mergers and Acquisitions from the University of Chicago Booth School of Business and attended Northwestern University for Leadership and Organizational Behaviorism.

 

Mr. Becker brings to our Board extensive leadership, with a focus on strategic market growth and expansion, and business process improvements and scaling. He currently serves on the Compensation Committee, the Corporate Governance and Nominating Committee, and the Audit Committee of our Board.

 

Mr. Becker will continue his service as a Director until the conclusion of our Annual Meeting.

 

 

 

 

Board Diversity Matrix

 

In compliance with Nasdaq Listing Rules 5605(f) and 5606, our Board has self-reported the diversity characteristics summarized in the Board Diversity Matrix table below. The information presented below is based on voluntary self-identification responses we received from each director. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

 

Board Diversity Matrix as of October 24, 2024

Total Number of Directors

5

Part I: Gender Identity

Female

Male

Non-Binary

Did Not

Disclose

Gender

Directors

5

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

White

5

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

 

Nasdaq Rule 5605(f)(2)(D) requires companies with boards of directors of five or few members to have at least one member of the board of directors who is “Diverse” (as that term is defined in Nasdaq Rule 5605(f)(1)). Nasdaq Rule 5605(f)(2)(C) requires smaller reporting companies to have at least two members of the board of directors who are Diverse, including one Diverse director who self-identifies as Female. We do not currently have a Diverse director as required by Nasdaq Rule 5605(f)(2)(D) and, upon election of the proposed slate of directors pursuant to this Election of Directors Proposal, will not have a Diverse director as required by Nasdaq Rule 5605(f)(2)(C).

 

The Corporate Governance and Nominating Committee is responsible for recommending nominees for Board membership to fill vacancies or newly created positions, and for recommending the persons to be nominated for election to the Board. In connection with the selection and nomination process, the Corporate Governance and Nominating Committee expects to review the desired experience, skills, diversity and other qualities to ensure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and our Board. Given our small size and technical and specialized industry, the Board has been unable to find diverse candidates willing to serve on the Board that possess the qualifications, experience and backgrounds sought. Despite these challenges, the Company remains committed to diversity and is seeking to identify potential new diverse candidates for Board membership. While the Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, we believe that it is desirable to have a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experience. Our Company and our Board greatly value the skills, experience and contributions of many diverse members of our team, including our Chief Financial Officer.

 

 

 

 

Director Independence and Financial Experts

 

The Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee charters require that each member meet: (i) all applicable criteria defining “independence” that may be prescribed from time to time under Nasdaq Listing Rule 5605(a)(2), Rule 10A-(3) under the Securities Exchange Act of 1934 and other related rules and listing standards and (ii) the criteria for a “non-employee director” within the meaning of Rule 16b-3 promulgated by the SEC under the Securities Exchange Act of 1934.

 

The Company’s Board also annually makes an affirmative determination that all such “independence” standards have been and continue to be met by the independent directors and members of each of the three committees, that each director qualifying as independent is neither an officer nor an employee of Astrotech or any of its subsidiaries nor an individual that has any relationship with Astrotech or any of its subsidiaries, or with management (either directly or as a partner, stockholder or officer of an entity that has such a relationship) which, in the Board’ opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, a director is presumptively considered not independent if:

 

 

The director, at any time within the past three years, was employed by Astrotech or any of its subsidiaries;

 

The director or a family member received payments from Astrotech or any of its subsidiaries in excess of $120,000 during any period of twelve consecutive months within the preceding three years (other than for Board or Committee service, from investments in the Company’s securities or from certain other qualifying exceptions);

 

The director is, or has a family member who is, a partner, an executive officer or controlling stockholder of any entity to which Astrotech made to or received from payments for property or services in the current or in any of the prior three years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more (other than, with other minor exceptions, payments arising solely from investments in the Company’s securities);

 

The director is, or has a family member who is, employed as an executive officer of Astrotech or any of its subsidiaries any time within the prior three years;

 

The director is, or has a family member who is, employed as an executive officer of another entity where at any time within the prior three years any of Astrotech’s officers served on the compensation committee of the other entity; or

 

The director is, or has a family member who is, a current partner of Astrotech Corporation’s independent auditing firm, or was a partner or employee of that firm who worked on the Company’s audit at any time during the prior three years.

 

The Board has determined each of the following directors and director nominees to be an “independent director” as such term is defined by Rule 5605(a)(2) of the Nasdaq Listing Rules: Daniel T. Russler, Jr., Tom Wilkinson, Jim Becker, Charles Winn, John Halinski, and Bob McFarland.

 

The Board has also determined that each member of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee during the past fiscal year and the proposed director nominees Charles Winn and John Halinski for the upcoming fiscal year meet the independence requirements applicable to those committees prescribed by Nasdaq and SEC rules.

 

Certain Relationships and Related Transactions

 

Not less than annually, the Board undertakes the review and approval of all related party transactions. Related party transactions include transactions valued at greater than $120,000 between the Company and any of the Company’s executive officers, directors, nominees for director, holders of greater than 5% of our capital stock, and any of such parties’ immediate family members. The purpose of this review is to ensure that such transactions, if any, were approved in accordance with our Code of Ethics and Business Conduct and for the purpose of determining whether any of such transactions impacted the independence of any such directors.

 

The following is a summary of transactions since July 1, 2022 to which Astrotech has been a party and in which the amount exceeded the lesser of $120,000 or one percent of the average of our total assets at year end, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or their immediate family members had or will have a direct or indirect material interest:

 

As previously reported, the Company held two secured promissory notes totaling $2.5 million with Mr. Thomas B. Pickens, III, the Company’s CEO and Chairman. The promissory notes originally matured on September 5, 2020; however, on August 24, 2020, the Company and Mr. Pickens agreed to extend the maturity date of the promissory notes to September 5, 2021. On September 3, 2021, the Company and Mr. Pickens further amended the promissory notes, whereby (i) one note was paid in full and cancelled with payment of the outstanding principal amount of $1.0 million plus accrued interest of $172,000 and (ii) the other note’s maturity date was extended to September 5, 2022 and the outstanding principal amount was reduced to $500,000 with payment of a principal amount of $1.0 million plus accrued interest of $330,000. On September 5, 2022, the remaining principal amount of $500,000 matured and was repaid in full plus accrued interest of $55,000.

 

 

 

The Company contracted with Jordan Dinwiddy for software development services as an independent contractor beginning in April 2021. Mr. Dinwiddy is the son-in-law of the Company’s CEO and Chairman, Mr. Pickens. Mr. Dinwiddy has received $137,160 from the Company between July 2022 and the date of this Proxy Statement for services provided as an independent contractor. Mr. Dinwiddy invoices the Company monthly based on hours worked. The relationship is ongoing, and the Company continues to receive software development services from Mr. Dinwiddy during fiscal year 2025.

 

There were no other transactions or series of similar transactions to which we were a party, and there is currently no other proposed transactions or series of similar transactions to which we will be a party, in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest.

 

Director or Officer Involvement in Certain Legal Proceedings

 

The Company’s directors and executive officers were not involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years.

 

Executive Officers and Key Employees of the Company Who Are Not Nominees

 

Set forth below is a summary of the background and business experience of the executive officers of the Company who are not also nominees of the Board:

 

Jaime Hinojosa

Chief Financial Officer, Treasurer and Secretary

 

Mr. Hinojosa, 42, joined Astrotech in 2015 and was appointed as CFO in April 2022. His previous roles with the Company include Corporate Controller from 2019 to 2022, Director of Finance from 2017 to 2019 and Assistant Controller from 2015 to 2017. Prior to joining Astrotech, Mr. Hinojosa worked as an Accounting Manager for O’Reilly Auto Parts (Nasdaq: ORLY) from 2010 to 2015 and gained public accounting experience as an Audit Manager at Burton McCumber & Cortez, LLP from 2005 to 2010. Mr. Hinojosa is a Certified Public Accountant in good standing in Texas and brings significant finance and public accounting knowledge to the Company. Mr. Hinojosa has a Bachelor of Business Administration in Accounting from the University of Texas at Brownsville.

 

 

 

 

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND PRINCIPAL STOCKHOLDERS

 

The following table sets forth as of October 17, 2024 certain information regarding the beneficial ownership of outstanding Common Stock held by (i) all persons who beneficially own more than 5% of the outstanding Common Stock of the Company, to the knowledge of the Company’s management, (ii) each current director, (iii) each named executive officer listed in the Summary Compensation Table and (iv) all current directors and executive officers as a group.

 

Unless otherwise described below, each of the persons listed in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned by each party.

 

Name and Address of Beneficial Owners

 

Shares of

Common

Stock (#)

   

Unvested

Restricted

Stock

Grants (#)

   

Shares

Subject to

Options

Exercisable

Within 60

Days of

October 17,

2024

   

Preferred

Shares with

an Option to

Convert on

a 1:30 Basis

   

Total

Number of

Shares

Beneficially

Owned

   

Percentage

of Class (1)

 

5% Stockholders

                                               

BML Investment Partners, L.P. (2)

    232,065                         232,065       13.6 %

Non-Employee Directors: (3)

                                               

Daniel T. Russler, Jr.

    11,016       3,888       166             15,070       0.9 %

Tom Wilkinson

    16,418       4,444                   20,862       1.2 %

Jim Becker

    12,233       3,888                   16,121       0.9 %

Bob McFarland

    6,134       4,766                   10,900       0.6 %

Named Executive Officers:

                                               

Thomas B. Pickens III

    111.386       19,999       35,164       280,898       175,912       10.3 %

Jaime Hinojosa

    6,981       -       8,484             15,465       0.9 %

All Directors and Executive Officers as a Group (6 persons)

    164,168       36,985       43,814       280,898       254,330       14.9 %

 

 

1.

Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934. Under Rule 13d-3(d), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but not deemed outstanding for the purpose of calculating the number and percentage owned by any other person listed. As of October 17, 2024, we had 1,701,729 shares of Common Stock outstanding.

 

2.

Information based on Schedule 13D filed with the SEC by BML Investment Partners, L.P. and Braden M. Leonard on June 26, 2023. BML Investment Partners, L.P., a Delaware limited partnership whose sole general partner is BML Capital Management, LLC, reported beneficial ownership of 220,410 shares.  The managing member of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P. Braden M. Leonard reported beneficial ownership of 11,655 shares individually. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b) (1) of the Securities Exchange Act of 1934. BML Capital Management, LLC, is a private investment firm based in the United States with its principal business conducted at 65 E. Cedar, Suite 2, Zionsville, Indiana 46077.

 

3.

The applicable address for all non-employee directors and named executive officers is c/o Astrotech Corporation, 2105 Donley Drive, Suite 100, Austin, Texas 78758.

 

 

 

 

EXECUTIVE COMPENSATION

 

The following discussion provides compensation information pursuant to the scaled disclosure rules applicable to smaller reporting companies under SEC rules and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Companys compensation programs and should not be understood to be statements of managements expectations or estimates of results or other guidance. We specifically caution stockholders not to apply these statements to other contexts.

 

The compensation program for our executive officers, as presented in the Summary Compensation Table below, is administered by our Board. The intent of our compensation program is to align our executives’ interests with those of our stockholders, while providing reasonable and competitive compensation.

 

The purpose of this Executive Compensation discussion is to provide information about the material elements of compensation that we pay or award to, or that is earned by: (i) the individuals who served as our principal executive officer during fiscal 2024; (ii) our two most highly compensated executive officers, other than the individuals who served as our principal executive officer, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of June 30, 2024, with compensation during fiscal year 2024 of $100,000 or more; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on June 30, 2024. We refer to these individuals as our named executive officers (“NEOs”). For 2024, our NEOs and the positions in which they served are listed below.

 

 

Thomas B. Pickens III, our current Chief Executive Officer; and

 

Jaime Hinojosa, our current Chief Financial Officer.

 

The following table and footnotes provide information on compensation for the services of our NEOs for fiscal year 2024 and, where required, fiscal year 2023.

 

Summary Compensation Table

 

Name and Principal Position (4)

 

Fiscal

Year

 

Salary

   

Bonus (1)

   

Stock

Awards

   

Options

(2)

   

All Other

Compensation

(3)

   

Total

 

Thomas B. Pickens III

 

2024

  $ 450,000     $ 382,500     $     $ 463,158     $ 31,447     $ 1,327,105  

Chief Executive Officer

 

2023

    450,000                         32,958       482,958  
                                                     

Jaime Hinojosa

 

2024

    315,000       133,875             162,049       29,078       640,002  

Chief Financial Officer

 

2023

    301,731                         26,614       328,345  

 

1.

Mr. Pickens was awarded $382,500 for performance in fiscal year 2024, paid in September 2024. Mr. Hinojosa was awarded $133,875 for performance in fiscal year 2024, paid in September 2024.

2.

The amounts shown in this column do not reflect compensation actually received by the NEOs. Rather, the amounts represent the aggregate grant date fair value of awards granted to the NEO in fiscal years 2024 and 2023, as applicable, in each case computed in accordance with ASC 718, with the exception that the amount shown assumes no forfeitures.

3.

The amounts in this column include the following: cellular telephone service allowances; matching contributions under our 401(k) savings plan; premiums for insurance plans including, but not limited to, medical, dental, vision, disability, and life; and payments associated with a car allowance for Mr. Pickens.

4.

We had no other NEOs during the fiscal years ended June 30, 2024 or June 30, 2023.

 

Employment Agreements

 

The Company entered into an employment agreement with Mr. Pickens on October 6, 2008, which sets forth, among other things, Mr. Pickens’s minimum base salary, bonus opportunities, provisions with respect to certain payments, and other benefits upon termination of employment under certain circumstances such as without “Cause,” “Good Reason,” or in event of a “Change in Control” of the Company. Please see Potential Payments Upon Termination or Change in Control for a description of such provisions. Pursuant to the employment agreement between the Company and Mr. Pickens, his required minimum annual base salary is $360,000. He is eligible for short-term cash incentives, as are all employees of the Company. The employment agreement between the Company and Mr. Pickens was originally set to expire on October 6, 2010 and will continue to automatically renew for one year renewal terms each year unless 60 days’ prior notice is provided by Mr. Pickens or the Company. Mr. Pickens’s employment agreement includes confidentiality and non-disparagement provisions. No other NEO is party to an employment agreement.  

 

 

 

Regarding Ongoing Compensation of our NEOs

 

On March 17, 2021, the Compensation Committee approved a structure to establish a cash bonus and annual equity incentive grants for our CEO and CFO. The purpose of this structure is to provide for retention, encourage high levels of performance, align the interests of executives with stockholders, and reduce the uncertainty that existed in their compensation arrangements. The current structure is as follows:

 

   

Salary *

 

Cash Bonus **

 

Equity

Incentive**

Mr. Pickens

 

$472,500

 

0-100% of Salary

 

0-100% of Salary

Mr. Hinojosa

 

$324,450

 

0-50% of Salary

 

0-100,000 Shares

 

* To be set annually at the beginning of each fiscal year.

** To be determined annually after the end of each fiscal year.

 

Cash Bonus Awards

 

The Compensation Committee awarded bonuses to our NEOs and employees for employment during fiscal year 2024, in recognition of individual performance. The cash bonuses awarded were paid in fiscal year 2025. Each NEO’s maximum bonus potential is outlined in the table above, subject to the Compensation Committee’s discretion. 

 

Long-Term Equity Compensation Awards

 

On May 26, 2021 (the “Effective Date”), at the 2020 annual meeting of stockholders, the stockholders of the Company voted to adopt the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). We also maintain the 2008 Stock Incentive Plan and the 2011 Stock Incentive Plan (together, the “Prior Plans”). Following the Effective Date, no further awards could be issued under the Prior Plans but all awards under the Prior Plans are outstanding as of the Effective Date continue to be governed by the terms, conditions, and procedures set forth in the Prior Plans and any applicable award agreement.

 

Summary of the 2021 Plan

 

The 2021 Omnibus Equity Incentive Plan permits the discretionary award of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and incentive awards.

 

Any employee or consultant of the Company (or its subsidiaries) or a director of the Company who, in the opinion of the Compensation Committee, is in a position to contribute to the growth, development, or financial success of the Company, is eligible to participate in the 2021 Plan. The 2021 Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of Common Stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards. No participant who is a director, but is not also an employee or consultant, of the Company shall receive awards under the 2021 Plan and be paid cash compensation during any calendar year that exceed, in the aggregate, $250,000 in total value (with cash compensation measured for this purpose at its value upon payment and any awards measured for this purpose at their grant date fair market value, as determined for the Company’s financial reporting purposes). 

 

The maximum number of shares of Common Stock reserved and available for issuance under the 2021 Plan will be equal to the sum of (i) 1,500,000 shares of Common Stock; (ii) the number of shares of Common Stock reserved, but unissued under the Prior Plans; (iii) the number of shares of Common Stock underlying forfeited awards under the Prior Plans; and (iv) an annual increase on the first day of each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the 2021 Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis, which shall include shares of Common Stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of Common Stock, including without limitation, preferred stock, warrants or employee options to purchase any shares of Common Stock) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of Common Stock as determined by our Board; provided that shares of Common Stock issued under the 2021 Plan with respect to an Exempt Award will not count against the share limit. We use the term “Exempt Award” to mean (i) an award granted in the assumption of, or in substitution for, outstanding awards previously granted by another business entity acquired by us or any of our subsidiaries or with which we or any of our subsidiaries merge, or (ii) an award that a participant purchases at fair market value.

 

No more than 1,500,000 shares of Common Stock (as increased on an annual basis, on the first day each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, by the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis, which shall include shares of Common Stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of Common Stock, including without limitation, preferred stock, warrants or employee options to purchase any shares of Common Stock) on the final day of the immediately preceding calendar year, (B) 1,500,000 shares of Common Stock, and (C) such lesser number of shares of Common Stock as determined by our Board) shall be issued pursuant to the exercise of incentive stock options. 

 

 

 

New shares reserved for issuance under the 2021 Plan may be authorized but unissued shares of Common Stock or shares of Common Stock that will have been or may be reacquired by us in the open market, in private transactions or otherwise. If any shares of Common Stock subject to an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of shares to the participant, the shares of Common Stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for awards under the 2021 Plan except that any shares of Common Stock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award will not again be available for awards under the 2021 Plan. If an award is denominated in shares of Common Stock, but settled in cash, the number of shares of Common Stock previously subject to the award will again be available for grants under the 2021 Plan. If an award can only be settled in cash, it will not be counted against the total number of shares of Common Stock available for grant under the 2021 Plan. However, upon the exercise of any award granted in tandem with any other awards, such related awards will be cancelled as to the number of shares as to which the award is exercised and such number of shares of Common Stock will no longer be available for grant under the 2021 Plan.

 

As exhibited by our responsible use of equity over the past several years and good corporate governance practices associated with equity and executive compensation practices in general, the stock reserved under the 2021 Plan will provide us with the platform needed for our continued growth, while managing program costs and share utilization levels within acceptable industry standards.

 

Equity Compensation Plan Information

 

The following table summarizes information, as of June 30, 2024, regarding our equity compensation plans pursuant to which grants of stock options, restricted stock, and other rights to acquire shares of the Company’s Common Stock may be granted from time to time.

 

Plan Category

 

Unvested Stock Option Awards

   

Weighted Average Exercise Price of Unvested Stock Option Awards

   

Number of Securities to be Issued Upon Exercise of Vested Options

   

Weighted Average Exercise Price of Vested but Unexercised Stock Options

   

Securities Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (1)

 

Equity compensation plans approved by security holders:

                                       

2008 Stock Incentive Plan

    33     $ 159.00       33     $ 159.00        

2011 Stock Incentive Plan

    2,592       151.76       2,592       151.76        

2021 Omnibus Equity Incentive Plan (1)

    154,003       11.83       56,352       13.38       106,831  

Equity compensation plans not approved by security holders:

                                       

None

                             

Total

    156,628     $ 14.18       58,977     $ 19.54       106,831  

 

 

1.

The total number of securities available for issuance under the 2021 Plan include 5,227 shares previously available under the Prior Plans.

 

 

 

 

Outstanding Equity Awards at the End of Fiscal Year 2024

 

The following table shows certain information about equity awards as of June 30, 2024:

 

   

Option Awards

   

Stock Awards

 

Name

 

Unexercised Vested Options (1)

   

Unvested Options

(2)

   

Option

Exercise

Price

   

Expiration

Date

   

Number of

Unvested Shares(3)

   

Market

Value of

Unvested Shares at Grant

Date

 

Thomas B. Pickens III

    1,333           $ 175.50    

5/09/27

          $  
      17,244       8.622       19.20    

4/14/32

             
            49,760       10.10    

9/29/33

             
                              19,999       383,981  
                                                 

Jaime Hinojosa

    26             84.90    

4/07/25

             
      100             159.00    

5/09/27

             
      333             55.50    

10/14/29

             
      2,222       1,111       19.20    

4/14/32

             
            17,410       10.10    

9/29/33

             

 

 

1.

All exercisable options will expire 90 days after the date of employee’s termination.

 

2.

Options granted will vest in equal annual installments over a three-year period and are subject to the NEO’s continuous employment with the Company.

 

3.

Restricted stock awards will vest in equal annual installments over a five-year period.

 

The following table provides information with respect to the vesting of each NEO’s outstanding exercisable options:

 

Schedule of Vested Astrotech Stock Option Grants

 

Total Vested Options

 

Thomas B. Pickens III

    18,577  

Jaime Hinojosa

    2,681  

 

 

Pay Versus Performance

 

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2023 and 2024 fiscal years.

 

Year

 

Summary

Compensation

Table Total for

PEO (1)

   

Compensation

Actually Paid to

PEO (2)

   

Average Summary

Compensation

Table Total for

Non-PEO NEOs (3)

   

Average

Compensation

Actually Paid to

Non-PEO NEOs (4)

   

Value of Initial

Fixed $100

Investment

based on TSR (5)

   

Net (Loss)

Income (6)

 

2024

  $ 1,327,105     $ 969,728     $ 640,002     $ 614,052     $ 22.31     $ (11,666,000 )

2023

    482,958       517,759       328,345       329,503       35.49       (9,642,000 )

2022

    1,956,575       492,084       337,907       199,916       32.33       (8,330,000 )

 

(1)

The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Pickens, our Chief Executive Officer (the “PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table. For additional information, see “Executive CompensationSummary Compensation Table.”

(2)

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Pickens, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to, Mr. Pickens during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Pickens’s total compensation as reported in the Summary Compensation Table for each year to determine compensation actually paid:

 

 

 

 

Year

 

Reported

Summary Compensation Table

Total for PEO

   

Exclusion of Reported

Value of Equity

Awards

   

Equity

Award Adjustments (2b)

   

Compensation Actually Paid to

PEO

 

2024

  $ 1,327,105     $ (463,158 )   $ 105,782     $ 969,728  

2023

    482,958             34,801       517,759  

2022

    1,956,575       (1,096,114 )     (368,377 )     492,084  

 

 

(2a)

Represents the total of the amounts reported in the “Stock Awards” and "Options" columns in the Summary Compensation Table for the applicable year.

 

 

(2b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

 

Year End Fair

Value of

Outstanding and Unvested Equity Awards Granted

in the Year

   

Year over Year

Change in Fair

Value of

Outstanding and

Unvested Equity

Awards Granted in

Prior Years

   

Fair Value as

of Vesting

Date of

Equity

Awards

Granted and

Vested in the

Year

   

Year over Year

Change in Fair

Value of Equity

Awards

Granted in

Prior Years

that Vested in

the Year

   

Fair Value at the

End of the Prior

Year of Equity

Awards that

Failed to Meet

Vesting

Conditions in the

Year

   

Value of Dividends or

other Earnings Paid

on Stock or Option

Awards not Otherwise

Reflected in Fair

Value or Total

Compensation

   

Total

Equity

Award

Adjustments

 

2024

  $ 463,158     $ (248,384 )   $     $ (108,992 )   $     $     $ 105,782  

2023

          75,721             (40,919 )                 34,801  

2022

    728,247       (826,919 )           (269,705 )                 (368,377 )

 

(3)

The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Pickens) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Pickens) included for purposes of calculating the average amounts in each applicable year are as follows: for 2024 and for 2023, Mr. Hinojosa our Chief Financial Officer and for 2022 Mr. Hinojosa and Eric Stober who preceded Mr. Hinojosa as Chief Financial Officer until April 2022.

 

(4)

The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Pickens), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Pickens) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Pickens) as reported in the Summary Compensation Table for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

 

 

 

 

Year

 

Average

Reported Summary Compensation Table

Total for Non-PEO NEOs

   

Exclusion of

Average

Reported

Value of Equity

Awards (4a)

   

Average Equity

Award

Adjustment (4b)

   

Average Compensation Actually Paid

to Non-PEO NEOs

 

2024

  $ 640,002     $ (162,049 )   $ 136,099     $ 614,052  

2023

    328,345             1,158       329,503  

2022

    337,907       (58,774 )     (79,217 )     199,916  

 

(4a)

Represents the total of the amounts reported in the “Stock Awards” and "Options" columns in the Summary Compensation Table for the applicable year.

 

(4b)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

 

Year

 

Year End Fair

Value of

Outstanding and

Unvested Equity

Awards Granted

in the Year

   

Year over Year

Change in Fair

Value of

Outstanding and

Unvested Equity

Awards Granted in

Prior Years

   

Fair Value as

of Vesting

Date of

Equity

Awards

Granted and

Vested in the

Year

   

Year over Year

Change in Fair

Value of

Equity Awards

Granted in

Prior Years

that Vested in

the Year

   

Fair Value at the

End of the Prior

Year of Equity

Awards that

Failed to Meet

Vesting

Conditions in the

Year

   

Value of Dividends or

other Earnings Paid on

Stock or Option

Awards not Otherwise

Reflected in Fair Value

or Total Compensation

   

Total

Equity

Award

Adjustments

 

2024

  $ 162,049     $ (19,995 )   $     $ (5,955 )   $     $     $ 136,099  

2023

          3,169             (2,011 )                 1,158  

2022

    19,216       (35,452 )           (62,981 )                 (79,217 )

 

(5)

The Total Stockholder Return (“TSR”) reported represent the measurement period value of an investment of $100 in our stock on June 30, 2021 (the last trading day before the 2022 fiscal year), and then valued again on each of June 30, 2022 (the last trading day of the 2022 fiscal year), June 30, 2023 (the last trading day of the 2023 fiscal year), and June 28, 2024 (the last trading day of the 2024 fiscal year), based on the closing price per share of the Company’s common stock as of such dates. No dividends were paid by the Company in fiscal years 2022, 2023, or 2024.

 

(6)

The dollar amounts reported represent the amount of net (loss) income reflected in our consolidated audited financial statements for the applicable year.

 

 

Analysis of the Information Presented in the Pay Versus Performance Table

 

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical descriptions of the relationships between compensation actually paid and net income and the total stockholder return information presented in the Pay Versus Performance table.

 

 

 

 

Compensation Actually Paid and Net (Loss) Income

 

astc20241017_def14aimg012.jpg

 

 

 

 

Compensation Actually Paid and Cumulative TSR

 

astc20241017_def14aimg013.jpg

 

 

All information provided above under the Pay Versus Performance heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

 

 

 

 

 

401(k) Savings Plan

 

We maintain a tax-qualified retirement plan that provides eligible employees, including NEOs, with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions, if any, are deductible by the Company when made. The 401(k) plan does not promise any guaranteed minimum returns or above-market returns; the investment returns are dependent upon actual investment results. Accordingly, when determining annual compensation for executive officers, the Company does not consider the individuals’ retirement plan balances and payout projections.

 

Potential Payments Upon Termination or Change in Control

 

As noted above, the Company has entered into an employment agreement with Mr. Pickens that provides for payments and other benefits in connection with termination of his employment for a qualifying event or circumstance and for enhanced payments in connection with such termination after a Change in Control (as defined below). A description of the terms with respect to each of these types of terminations follows.

 

Termination other than after a Change in Control

 

The employment agreement provides for payments of certain payments and benefits upon the termination of the employment of Mr. Pickens. His rights upon termination of his employment depends upon the circumstances of the termination. For purposes of the employment agreement, Mr. Pickens’ employment may be terminated at any time by the Company upon any of the following:

 

 

His death;

 

In the event of physical or mental disability where Mr. Pickens is unable to perform his duties;

 

For Cause where Cause is defined as conviction of certain crimes and/or felonies, intentional and deliberate material fraud and misappropriation, or the willful and continued failure of Mr. Pickens to substantially perform duties; or

 

Otherwise at the discretion of the Company and subject to the termination obligations set forth in the employment agreement.

 

Mr. Pickens may terminate his employment at any time upon any of the following:

 

 

His death;

 

In the event of physical or mental disability where Mr. Pickens is unable to perform his duties;

 

The Company’s material reduction in Mr. Pickens’ authority, perquisites, position, title or responsibilities or other actions that would give Mr. Pickens the right to resign for “Good Reason,” if not cured by the Company within thirty days following Mr. Pickens’s written notice; or

 

Otherwise at the discretion of Mr. Pickens and subject to the termination obligations set forth in the employment agreement.

 

In the event Mr. Pickens’ employment is terminated by the Company (other than for Cause) or due to his death or physical or mental disability or by Mr. Pickens with “Good Reason”, then he shall be eligible to receive (i) a cash lump sum payment equal one times the sum of (x) his highest base salary in effect at any time during the 12 month period before his termination, and (y) an amount, as determined by the Compensation Committee in its discretion, equal to between 0-50% of the annualized average of the annual bonuses paid or payable to Mr. Pickens for the three years immediately preceding the year in which his termination occurs; (ii) continuation of his group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended at the same cost charged to active employees for 12 months following his termination; and (iii) acceleration of the vesting of any equity awards outstanding at the time of his termination, and extension of the exerciser period for any stock options for the one year period after the termination date. Mr. Pickens must sign a release agreement in order to be eligible to receive any severance payments or benefits.

 

Termination after a Change in Control

 

A termination after a Change in Control is similar to the severance provisions described above, except that the base salary and annualized average bonuses payable to Mr. Pickens is increased to one and one-half times, rather than one times his base salary and annualized average bonuses if his employment is terminated within 12 months following a Change in Control. A Change in Control for this purpose is defined to mean (i) the acquisition by any person or entity of the beneficial ownership of securities representing 50% or more of the outstanding securities of the Company having the right under ordinary circumstances to vote at an election of the Board; (ii) the date on which the majority of the members of the Board consists of persons other than directors nominated by a majority of the directors on the Board at the time of their election; and (iii) the consummation of certain types of transactions, including mergers and the sale or other disposition of all, or substantially all, of the Company’s assets.

 

As with the severance provisions described above, the rights to which Mr. Pickens is entitled to under the Change in Control provisions upon a termination of employment are dependent on the circumstances of the termination. The definitions of Cause, Good Reason, and other reasons for termination are the same in this termination scenario as in a termination other than after a Change in Control.

 

 

 

 

DIRECTOR COMPENSATION

 

Overview

 

Astrotech’s director compensation program consists of cash-based as well as equity-based compensation. The equity component of Astrotech’s director compensation program is designed to build an ownership stake in the Company while conveying an incentive to directors relative to the returns recognized by our stockholders.

 

Cash-Based Compensation

 

Effective December 22, 2022, the Company’s directors, other than the Chairman of the Audit Committee, earn an annual cash stipend of $80,000. The Chairman of the Audit Committee earns an annual stipend of $88,500, recognizing the additional duties and responsibilities of this role. These stipends are generally paid on a quarterly basis.

 

All directors are reimbursed ordinary and reasonable expenses incurred in exercising their responsibilities in accordance with the Business Expense Reimbursement policy applicable to all employees of the Company.

 

Equity-Based Compensation

 

Prior to December 22, 2022, under provisions adopted by the Board, each non-employee director received 5,000 shares of restricted Common Stock issued upon his first election to the Board, subject discretion. Effective December 22, 2022, directors no longer receive equity base compensation annually. Stock awards, typically either stock options or restricted stock, are granted to the directors from time to time at the discretion of the Compensation Committee. Awards typically vest over three or five years. Granted stock options typically terminate in 10 years. Vested stock options do not expire upon termination of the director’s term on the Board.

 

Pension and Benefits

 

The non-employee directors are not eligible to participate in the Company’s benefits plans, including the 401(k) plan.

 

Indemnification Agreements

 

The Company is party to indemnification agreements with each of its directors and executive officers that require the Company to indemnify the directors and executive officers to the fullest extent permitted by Delaware state law. The Company’s Charter also requires the Company to indemnify both the directors and executive officers of the Company to the fullest extent permitted by Delaware state law.

 

Fiscal Year 2024 Non-Employee Director Compensation Table

 

The table below provides the compensation earned or paid in cash or stock awards to each non-employee director as of June 30, 2024.

 

Name

 

Fees Earned or

Paid in Cash

   

Stock Awards (2) (3)

   

Total

 

Daniel T. Russler, Jr.

  $ 80,000     $ 50,500     $ 130,500  

Tom Wilkinson (1)

    268,500       50,500       319,000  

Jim Becker

    80,000       50,500       130,500  

Bob McFarland

    80,000       50,500       130,500  

Total

  $ 508,500     $ 202,000     $ 710,500  

 

 

1.

Mr. Wilkinson’s director compensation includes lead independent director fees.

 

2.

Each director received 5,000 shares of restricted stock on September 29, 2023 vesting in three (3) equal amounts annually beginning on September 29, 2024. The grant date fair value of each share was $10.10.

  3. The table below provides the number of unexercised vested stock options and unvested restricted stock held by each non-employee director as of June 30, 2024. Our non-employee directors do not have unvested stock options awards.

 

 

Name

 

Unexercised Vested Options

   

Unvested

Restricted Stock

Shares Outstanding

 

Daniel T. Russler, Jr.

    166       5,555  

Tom Wilkinson

          6,111  

Jim Becker

          5,555  

Bob McFarland

          6,433  

Total

    166       23,654  

 

 

 

 

PROPOSAL 2 RATIFICATION OF INDEPENDENT AUDITOR

 

RBSM LLP has served as the Company’s independent registered public accounting firm since October 12, 2023.

 

With regards to this proposal, the Board is requesting the stockholders to ratify the appointment of RBSM LLP as the Company’s independent auditor for the fiscal year ending June 30, 2025.

 

Ratification Requirements and Governance

 

There is no requirement that the Company submit the appointment of independent auditors to stockholders for ratification or for the appointed auditors to be terminated if the ratification fails, but Astrotech believes that it is sound corporate governance to submit the matter to stockholder vote. The Sarbanes-Oxley Act of 2002 states the Audit Committee is solely responsible for the appointment, compensation, and oversight of the independent auditor. As such, the Audit Committee may consider the appointment of another independent registered public accounting firm if the stockholders choose not to ratify the appointment of RBSM LLP. Additionally, the Audit Committee may terminate the appointment of RBSM LLP as the Company’s independent registered public accounting firm without the approval of the stockholders whenever the Audit Committee deems such termination appropriate.

 

Independence

 

In making its recommendation to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025, the Audit Committee has considered all relationships with RBSM LLP and all services rendered by RBSM LLP that may impact its objectivity and independence. There have been no non-audit services provided by RBSM LLP, and the Audit Committee has determined them to be independent.

 

Annual Meeting Representation

 

Representatives of RBSM LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They are also expected to be available to respond to appropriate questions from the stockholders present at the Annual Meeting.

 

Audit Committee Pre-Approval

 

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of RBSM LLP, the Company’s independent registered public accounting firm. The Audit Committee’s charter requires the pre-approval of all audit and permissible non-audit services to be provided by independent auditors in order to assure that the provision of such services does not impair the auditor’s independence. The charter, as amended, provides for the general pre-approval of specific types of services and gives detailed guidance to management as to the specific audit, audit-related, and tax services that are eligible for general pre-approval. For both audit and non-audit pre-approvals, the Audit Committee will consider whether such services are consistent with applicable law and SEC rules and regulations concerning auditor independence.

 

The charter delegates to the Chairman of the Audit Committee the authority to grant certain specific pre-approvals, provided that the Chairman of the Audit Committee is required to report the granting of any pre-approvals to the Audit Committee at its next regularly scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve services performed by the independent auditors.

 

Requests for pre-approval of services must be detailed as to the particular services proposed to be provided and are to be submitted by the CFO. Each request generally must include a detailed description of the type and scope of services, a proposed staffing plan, a budget of the proposed fees for such services, and a general timetable for the performance of such services.

 

Change in Accounting Firm

 

On August 1, 2023, the Audit Committee of the Board of Directors of Astrotech Corporation was notified by Armanino LLP (“Armanino”) of its decision to resign as the Company’s independent registered public accounting firm as a result of Armanino’s determination to cease providing certain services to public companies. Armanino advised that it would continue to serve as the Company’s independent registered public accounting firm until the filing of the Company’s Form 10-K for the fiscal year ended June 30, 2023 that was filed on September 28, 2023. Armanino’s resignation was not recommended or approved by the Board of Directors of the Company or its Audit Committee and was initiated voluntarily by Armanino.

 

Armanino’s audit reports on the Company’s financial statements for the fiscal years ended June 30, 2022 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

 

 

During the fiscal years ended June 30, 2022 and 2023 and through August 1, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Armanino, would have caused Armanino to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such years.

 

During the Company’s fiscal years ended June 30, 2022 and 2023 and through August 1, 2023, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Audit Fees

 

Audit fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, and for the review of the interim condensed consolidated financial statements included in quarterly reports, or services that are normally provided by the Company’s Independent Registered Accounting Firm in connection with statutory and regulatory filings or engagements and attest services. See the table below for the aggregate audit fees billed for professional services rendered by the Company’s Independent Registered Public Accounting Firms.

 

Independent Registered Accounting Firm

 

Aggregate fees billed during the fiscal year 2024

   

Aggregate fees billed during the fiscal year 2023

 

Armanino LLP

  $ 17,189     $ 115,297  

RBSM LLP

    140,000        

Total

  $ 157,189     $ 115,297  

 

 

 

Audit-Related Fees

 

Audit-related fees consist of fees billed for due diligence, comfort letters, and consents related to equity offerings. There were no aggregate audit-related fees billed by RBSM LLP for the fiscal year 2024. The aggregate audit-related fees billed by Armanino for the fiscal year 2023 were $17,587.

 

Tax Fees

 

Tax fees consist of fees billed for tax compliance and preparation and other tax services. Tax compliance and preparation consist of fees billed for professional services related to federal, state, and local tax compliance and assistance with tax return preparation. Other tax services include preparing the income tax provision and tax footnote used in our annual audit.

 

Independent Registered Accounting Firm

 

 Aggregate fees billed during the fiscal year 2024

   

Aggregate fees billed during the fiscal year 2023

 

Armanino LLP

  $     $ 19,425  

SingerLewak LLP

    18,079       19,692  

Premier Sales Tax

    6,206       5,163  

Total

  $ 24,285     $ 44,280  

 

All Other Fees

 

All other fees consist of fees billed for products and services provided other than Audit Fees, Audit-Related Fees and Tax Fees. There were no other fees billed by the Company’s Independent Registered Public Accounting Firms in fiscal years 2024 or 2023.

 

Vote Required for Approval of this Proposal

 

The ratification of the appointment of RBSM LLP as our independent registered public accounting firm for fiscal year 2025 requires the affirmative vote of a majority of the total number of votes cast at the Annual Meeting by the holders of shares of our Common Stock. As a result, abstentions, if any, will not affect the outcome of the vote on this proposal.

 

Directors Recommendation

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF RBSM LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2025.

 

 

 

 

PROPOSAL 3 SAY-ON-PAY ADVISORY VOTE ON THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

General

 

Shareholders are being asked to approve on an advisory basis the compensation of our named executive officers required under Section 14A of the Securities Exchange Act of 1934, as amended, including the compensation tables and related material included in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives you, as a shareholder, the opportunity to express your reviews on our named executive officers’ compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our named executive officers described in this Proxy Statement.

 

As described under “Executive Compensation,” our executive compensation programs are designed to be competitive with those of other companies that compete for highly skilled technical employees and executives. Our performance-based compensation system is intended to include incentives for innovation and entrepreneurial spirit. The Compensation Committee oversees our executive compensation program, including the compensation of our named executive officers. All members of our Compensation Committee are independent directors within the meaning of NASDAQ listing standards.

 

The Compensation Committee strives to achieve our strategic objectives by designing our compensation program to offer competitive base compensation to attract and retain experienced, qualified executives while offering incentives to foster the innovation and entrepreneurial spirit necessary for executing our business strategy and rewards for successful achievement of performance goals. In designing our executive compensation program, we are guided by four principles:

 

 

Establish target compensation levels that are competitive within the industries and the geographic regions in which we compete for executive talent;

 

 

Structure executive compensation so that our executives share in Astrotech’s successes and failures by correlating compensation with target levels based upon business performance;

 

 

Link pay to performance by making a percentage of total executive compensation variable, or “at risk”, through an annual determination of performance-based incentive compensation; and

 

 

Align a portion of executive pay with shareholder interests through equity awards.

 

Our Compensation Committee and our Board believe our overall process effectively implements our compensation philosophy and achieves our goals. Accordingly, we ask you to vote FOR the following resolution at our Annual Meeting:

 

“RESOLVED, that Astrotech Corporation’s shareholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant Section 14A of the Securities Exchange Act of 1934, as amended, including the compensation tables and related narrative discussion.”

 

Vote Required for Approval of this Proposal

 

This vote on the named executive officer’s compensation is advisory, and therefore will not be binding on the Company and will not affect, limit or augment any existing compensation or awards. However, we value our shareholders’ opinions and the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements. The approval, on a non-binding basis, of the named executive officer’s compensation requires the affirmative vote of a majority of the total number of votes cast at the Annual Meeting by the holders of shares of our Common Stock. As a result, abstentions, if any, will not affect the outcome of the vote on this proposal.

 

 

Directors Recommendation

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL.

 

 

 

 

REPORT OF THE AUDIT COMMITTEE

 

The Board has established an Audit Committee of independent directors which operates under a written charter adopted by the Board. The charter was last amended in February 2023. Astrotech’s management is responsible for establishing a system of internal controls and for preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. Astrotech’s independent auditors are responsible for auditing the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing their report based on that audit. Under the Audit Committee’s charter, the primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities as to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements and the Company’s Code of Business Conduct and Ethics, (iii) the independent auditors’ qualifications and independence, and (iv) the performance of the independent auditors. The Audit Committee is also directly responsible for selecting and evaluating the independent auditors, reviewing, with the independent auditors, the plans and scope of the audit engagement, and reviewing with the independent auditors their objectivity and independence.

 

Most members of the Audit Committee are not professional accountants or auditors and, in performing their oversight role, rely without independent verification on the information and representations provided to them by management and Astrotech’s independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis to certify that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with accounting principles generally accepted in the United States, or that Astrotech’s independent auditors are in fact “independent” for fiscal year 2024. The Board has determined that for fiscal year 2024, Tom Wilkinson, Daniel T. Russler, Jr., and Jim Becker were audit committee financial experts and such persons are independent as defined under the federal securities laws.

 

In connection with the preparation of the audited financial statements included in Astrotech’s annual report on Form 10-K for the year ended June 30, 2024:

 

 

The Audit Committee reviewed and discussed the audited financial statements with the independent auditors and management.

 

The Audit Committee discussed with the independent auditors the matters required to be discussed by PCAOB Auditing Standard AS 1301, Communications with Audit Committees. In general, this auditing standard requires the auditors to communicate to the Audit Committee certain matters that are incidental to the audit, such as any initiation of, or changes to, significant accounting policies, management judgments, accounting estimates and audit adjustments, disagreements with management, and the auditors’ judgment about the quality of the Company’s accounting principles.

 

The Audit Committee received from the independent auditors written disclosures and the letter regarding their independence required by PCAOB Rule 3526, and discussed with the auditors their independence. In general, PCAOB Rule 3526 requires the auditors to disclose to the Audit Committee any relationship between the auditors and its related entities and Astrotech that in the auditors’ professional judgment may reasonably be thought to bear on independence. The Audit Committee also considered whether the independent auditors’ provision of non-audit services to Astrotech was compatible with maintaining their independence.

 

Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended June 30, 2024 be included in Astrotech’s annual report on Form 10-K filed with the SEC.

 

This report is submitted by the Audit Committee of the Board.

 

The members of the Audit Committee are:

 

Tom Wilkinson (Chairman)
Daniel T. Russler, Jr.

Jim Becker

 

The foregoing Audit Committee Report shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the report by reference in any such document.

 

 

 

 

ADDITIONAL INFORMATION

 

Proxy Solicitation Expense

 

The Company will bear all expenses of the solicitation, including the cost of preparing and mailing the proxy materials. In addition to solicitation by mail, officers and employees of the Company, without receiving any additional compensation, may solicit proxies personally or by telephone or facsimile. For the Annual Meeting, the Company will engage Sodali & Co. (“Sodali”) to assist us with the solicitation of proxies and related services for a fee of approximately $10,000, plus reasonable out-of-pocket expenses. In addition, we have retained Sodali to request brokerage houses, banks, and other custodians or nominees holding stock in their names for others to forward proxy materials to their customers or principals who are the beneficial owners of shares and will reimburse them for their expenses in doing so. The Company does not anticipate that the costs and expenses incurred in connection with this proxy solicitation will exceed those normally expended for a proxy solicitation for those matters to be voted on in the Annual Meeting.

 

Deadline for Submission of Stockholder Proposals for Next Years Annual Meeting

 

Pursuant to Rule l4a-8 under the Exchange Act, in order for a stockholder proposal to be included in the Company’s proxy statement for its 2025 annual meeting, such proposal must be received at the Company’s principal executive offices at 2105 Donley Drive, Suite 100, Austin, Texas, 78758, Attn: Corporate Secretary, no later than June 26, 2025, and must comply with additional requirements established by the SEC. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. In addition, the Company’s Bylaws provide that any stockholder who would like to have a proposal considered at our 2025 annual meeting of stockholders must submit the proposal to the Secretary of the Company at the Company’s principal executive offices so that it is received by not earlier than the close of business on August 15, 2025, and not later than the close of business on September 14, 2025, unless the date of our 2025 annual meeting is more than 30 days before or more than 60 days after December 13, 2025, in which case the proposal must be received no later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Stockholders who intend to submit a proposal for nomination of persons for election to our Board or a proposal of business at the 2025 annual meeting (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) must follow the procedures prescribed in the Company’s Bylaws. No stockholder proposal was received for inclusion in this Proxy Statement.

 

Stockholders who intend to solicit proxies in support of stockholder proposals for director nominees other than our nominees must provide notice to the Secretary of the Company that sets forth the information required by Rule 14a-19 of the Exchange Act in accordance with and within the time period prescribed in the advance notice provisions of our Bylaws. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

 

Discretionary Voting of Proxies on Other Matters

 

The Board knows of no matters to be presented at the Annual Meeting other than those described in this Proxy Statement. In the event that other business properly comes before the Annual Meeting, or any adjournments thereof, the persons named as proxies will have discretionary authority to vote the shares represented by the accompanying proxy in accordance with their own best judgment on such matters.

 

Householding of Proxy Materials

 

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. In addition to furnishing proxy materials electronically, we take advantage of the “householding” rules to reduce the delivery cost of materials. If you are receiving these proxy materials by mail, this means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. However, stockholders who are receiving these proxy materials by mail and participate in householding will continue to receive separate proxy cards. The Company will promptly deliver a separate copy of proxy materials to you if you call or write us at the following address and telephone number: 2105 Donley Drive, Suite 100, Austin, Texas 78758, Attention: Secretary; telephone: (512) 485-9530. If you would prefer to receive separate copies of the Company’s annual report and proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above address or telephone number.

 

 

By Order of the Board of Directors,

 

/s/ Jaime Hinojosa

 

Jaime Hinojosa

Chief Financial Officer, Treasurer and Secretary

Austin, Texas

 

 

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