Charles Winn
ASTROTECHAbout Charles Winn
Charles Winn, 68, is an independent director of Astrotech Corporation (ASTC) since 2024. He is President and CEO of Winn Exploration LLC and has a background spanning energy and alternative investments; education includes a bachelor’s degree in agricultural and business management (Texas Tech University) and a Ranch Management certification (Texas Christian University) . The Board has designated Winn as independent under Nasdaq Rule 5605(a)(2) and as an audit committee financial expert for FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winn Exploration LLC | President & CEO | Joined 1978; currently serves | Leadership of oil & gas operations |
| Edge Capital; Argent Trust Company; Manti Resources; Malibu IQ; Hughes Research Labs | Formed businesses as diversification | Initiated 1992 | Strategic diversification outside oil & gas |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corpus Christi Fish For Life | Board of Directors | Not disclosed | Non-profit governance |
Board Governance
- Committee assignments (FY2025):
- Audit Committee: Member; 4 meetings held; Winn attended 2, noted as a new committee member .
- Compensation Committee: Member; 3 meetings held .
- Corporate Governance & Nominating Committee: Member; 1 meeting held .
- Independence and expertise:
- Board determined Winn is independent for Board and committee service .
- Designated audit committee financial expert for FY2025 .
- Board attendance context:
- FY2025 Board held 1 meeting and acted 14 times by unanimous written consent; all directors except one attended 100% of Board and committee meetings during their service period .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $40,000 | Actual FY2025 cash fees for Winn |
| Standard Annual Cash Stipend (Directors) | $80,000 | Program terms effective Dec 22, 2022 |
| Standard Annual Cash Stipend (Audit Chair) | $88,500 | Not applicable to Winn; Audit Chair is Wilkinson |
| Meeting Fees | Not disclosed | Cash program comprises stipends; reimbursements per policy |
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Valuation/Value | Vesting |
|---|---|---|---|---|
| Restricted Stock | May 14, 2025 | 3,000 shares | Grant-date fair value $5.90 per share | Vests in three equal annual tranches beginning May 14, 2026 |
| Stock Options | None outstanding/unvested | — | — | — |
- Director equity program: effective Dec 22, 2022, annual equity grants discontinued; awards may be granted at Compensation Committee discretion, typically vesting over 3–5 years; options typically 10-year term; directors are not eligible for Company benefit plans .
- Performance metrics: No performance-based metrics disclosed for director compensation; equity is time-based to build ownership alignment .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Winn Exploration LLC | Private | President & CEO | No related-party transactions >$120,000 disclosed |
| Edge Capital; Argent Trust Company; Manti Resources; Malibu IQ; Hughes Research Labs | Private | Founder/formed businesses | No related-party transactions >$120,000 disclosed |
| Corpus Christi Fish For Life | Non-profit | Director | No conflicts disclosed |
- Related-party transactions: Board annually reviews transactions >$120,000; none disclosed affecting independence of directors, including Winn .
Expertise & Qualifications
- Petrochemical industry experience and strategic business development skills cited as Board qualifications .
- Audit committee financial expertise designation for FY2025 .
- Executive leadership across energy and diversified investments .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Common Stock (beneficially owned) | 12,603 | Includes 485 (IRA), 666 (C.A. Winn Family Enterprises, LTD), 48 (spouse), 11,000 (Winn Interests, LTD); Winn disclaims beneficial ownership of family/spouse/LTD shares except to extent of pecuniary interest |
| Unvested Restricted Stock Grants | 3,000 | RS grant 5/14/2025 |
| Options exercisable within 60 days | — | None |
| Total Beneficially Owned | 15,603 (0.9% of class) | 1,769,269 common shares outstanding as of Oct 16, 2025 |
| Shares pledged as collateral | Not disclosed; pledging requires pre-approval under Insider Trading Policy | No pledge disclosures for Winn in proxy |
Governance Assessment
- Independence and committee load: Winn is independent and serves on all three core committees (Audit, Compensation, Corporate Governance & Nominating), indicating broad governance involvement; additionally designated as an audit committee financial expert, strengthening oversight credibility .
- Attendance signal: Audit Committee attendance was 2 of 4 meetings (50%) as a new member; this is a caution flag for audit oversight continuity and should be monitored for improvement in subsequent periods .
- Ownership alignment: Winn’s total beneficial ownership is 15,603 shares (0.9% of outstanding), including 3,000 unvested restricted shares; the Insider Trading Policy prohibits hedging and requires pre-approval for pledging, supporting alignment and risk controls .
- Compensation mix: FY2025 compensation comprised $40,000 cash and a time-vested restricted stock grant (3,000 shares, $5.90 per share fair value) without disclosed performance metrics; program-level cash stipends suggest $80,000 for full-year non-chair directors, implying Winn’s lower cash reflects partial-year service timing .
- Conflicts and related-party exposure: No related-party transactions >$120,000 disclosed; beneficial ownership includes family entities with disclaimers of beneficial ownership beyond pecuniary interest, mitigating conflict concerns on disclosed holdings .
- Indemnification and clawback environment: Company maintains director indemnification agreements; clawback policy applies to executive incentive compensation (not directors), reinforcing broader governance controls .
RED FLAGS to watch:
- Audit Committee attendance (2/4) in FY2025; confirm subsequent-year engagement and attendance improvements .
- Board diversity gap acknowledged by the company (context from prior proxy), though not specific to Winn; continued lack of diverse directors may draw investor scrutiny on governance quality .