Bob McFarland
ASTROTECHAbout Bob McFarland
Bob McFarland, 81, has served as an independent director of Astrotech Corporation since January 2023. He previously served as Assistant Secretary for Information and Technology and Chief Information Officer at the U.S. Department of Veterans Affairs (2004–2006), and held senior executive roles at Dell including Vice President of Governmental Relations and General Manager of the Federal Business segment; he holds a B.S. in Business Management from LeTourneau University and was recognized in the “Federal 100” in 1998 . The Board has determined McFarland is independent under Nasdaq rules, and he is slated to serve as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit Committee upon re‑election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Veterans Affairs | Assistant Secretary for Information and Technology; CIO | 2004–2006 | Advised the Secretary on IT acquisition/management; oversaw VA’s computer systems/telecom networks for medical info, benefits, insurance, finance |
| Dell | VP Governmental Relations; VP/GM Federal Business; senior roles in global/large accounts/government | 1996–2000s (multiple roles) | Led growth to become leading supplier to U.S. federal government; “Federal 100” honoree (1998) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veterans Advantage | Board of Advisors | Current (as disclosed) | Advisory role |
| Xplore Technologies (Nasdaq: XPLR) | Director | Prior service | Public company board experience |
| CSIdentity Corporation | Director | Prior service | Governance experience |
| Ezenia! Inc. (OTC: EZEN) | Director | Prior service | Governance experience |
| Isothermal Systems Research Inc. | Director | Prior service | Governance experience |
Board Governance
- Independence: The Board annually affirms director independence; McFarland is listed as an independent director under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee member (FY 2025); Board intends for McFarland to chair Corporate Governance & Nominating and continue on Audit upon re‑election .
- Audit committee financial expertise: The Board determined Wilkinson, McFarland, and Winn meet SEC “audit committee financial expert” guidelines .
- Attendance: In FY 2025, the Board held 1 meeting and acted 14 times by unanimous written consent; all directors except one attended 100% of Board/committee meetings during their service period . The Audit Committee met 4 times; McFarland attended 2 meetings as a new member, indicating sub‑full audit committee attendance .
- Annual meeting participation: All directors attended the 2024 Annual Meeting .
Fixed Compensation
| Fiscal Year | Cash Fees (Annual Stipend) | Notes |
|---|---|---|
| FY 2025 | $80,000 (director); $88,500 (Audit Chair) | Stipends paid quarterly; Audit Chair premium recognizes added responsibilities |
| FY 2025 – Bob McFarland | $80,000 | As reported in Non‑Employee Director Compensation Table |
Performance Compensation
| Grant Date | Vehicle | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 14, 2025 | Restricted Stock | 3,000 | $5.90 per share | Vests in three equal annual installments starting May 14, 2026 | Granted at Compensation Committee discretion; directors no longer receive annual equity post Dec 22, 2022 |
| FY 2025 – Bob McFarland (as reported) | Stock Awards (table) | — | $3,000 | — | Table shows $3,000 stock awards; separate note discloses 3,000 RS shares at $5.90/share; timing/recognition may differ from grant detail |
- Options: Non‑employee directors had no unvested stock options as of June 30, 2025; McFarland shows no unexercised vested options .
- Structure: Directors no longer receive annual equity awards effective Dec 22, 2022; equity may be granted from time to time, typically vesting over 3–5 years; options (if granted) typically 10‑year term and do not expire upon end of board service once vested .
- Indemnification: Directors have indemnification agreements to the fullest extent permitted by Delaware law .
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| Veterans Advantage | Private/Non‑profit advisory | Board of Advisors | Current (as disclosed) |
| Xplore Technologies (XPLR) | Public | Director | Prior |
| CSIdentity | Private | Director | Prior |
| Ezenia! (EZEN) | Public (OTC) | Director | Prior |
| Isothermal Systems Research | Private | Director | Prior |
- No ASTC‑disclosed related‑party transactions involving McFarland; one related‑party engagement involved the CEO’s son‑in‑law providing software services ($351,000 since July 2023), which the Board reviews annually for independence impact .
Expertise & Qualifications
- Government IT leadership and procurement expertise (VA CIO; federal marketplace experience) .
- Commercial technology/government sales, operational leadership, and public board governance experience (Dell; multiple boards) .
- Audit committee financial expertise designation under SEC rules .
- Education: B.S., Business Management, LeTourneau University .
Equity Ownership
| As of Date | Common Shares Owned | Unvested Restricted Stock | Options Exercisable (<60 days) | Total Beneficial Ownership | % of Class | Shares Outstanding |
|---|---|---|---|---|---|---|
| Oct 16, 2025 | 8,517 | 5,383 | — | 13,900 | 0.8% | 1,769,269 |
| Jun 30, 2025 (reference for unvested) | — | 7,049 | — | — | — | — |
- Hedging/Pledging: Insider Trading Policy prohibits hedging and requires pre‑approval for pledging or margin deposits; no pledging by McFarland disclosed .
Governance Assessment
- Committee leadership and skills: McFarland is positioned to chair the Corporate Governance & Nominating Committee and serves on Audit, with audit committee financial expertise—a positive for board effectiveness .
- Independence and conflicts: Board affirms independence; no McFarland‑specific related‑party transactions disclosed. However, the CEO’s family member transaction is a governance sensitivity the board reviews annually .
- Attendance and engagement: FY 2025 audit committee attendance was 2 of 4 for McFarland as a new member—below full participation and a potential engagement concern; Board overall convened 1 meeting with frequent written consents .
- Compensation alignment: Director pay is predominantly fixed cash ($80,000), with occasional equity grants; the May 2025 RS grant vests over three years, supporting longer‑term alignment. Note the disclosure shows $3,000 in “stock awards” while separately noting 3,000 RS shares at $5.90 each—investors should clarify recognition vs grant valuation with the company .
- Compliance signals: Section 16 filings were timely for directors in FY 2025 except for named officers; no late filings attributed to McFarland .
RED FLAGS
- Sub‑full audit committee attendance by McFarland (2 of 4 meetings in FY 2025) .
- Related‑party transaction with CEO’s son‑in‑law (software services), not involving McFarland but relevant to overall governance risk oversight .
POSITIVE SIGNALS
- Independent status with audit committee financial expertise .
- Structured director compensation with multi‑year RS vesting; indemnification in place .
- Full director attendance at 2024 Annual Meeting .