Nihanth Badugu
ASTROTECHAbout Nihanth Badugu
Nihanth Badugu, 37, is Chief Operating Officer (COO) of Astrotech Corporation, effective August 13, 2025, after serving as Director of Program Management since August 2023; he holds a B.S. from York University . He previously led new product introductions at Thermo Fisher Scientific (COVID-19 diagnostics, 2020–2023) and program management at PVA Consulting Group (2017–2020), with a focus on operational efficiency and on-time program delivery . Company performance context: FY2025 net loss was $13.85 million, and cumulative TSR on a $100 base measured to June 30, 2025 was $14.51; pay-versus-performance disclosures show declining TSR over 2023–2025 as net losses persisted . As COO, he also oversees cybersecurity risk management with the IT team (transitioned to COO oversight on Aug 13, 2025), including CIS v8-aligned controls and incident response .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astrotech Corporation | Director of Program Management | Aug 2023–Aug 2025 | Led initiatives that enhanced operational efficiency and ensured timely program completion |
| Thermo Fisher Scientific | NPI Program Manager | 2020–2023 | Led launch of COVID-19 diagnostic products (time-to-market for pandemic response) |
| PVA Consulting Group | Senior Program Manager | 2017–2020 | Program and operational leadership in consulting engagements |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or public board roles disclosed in proxy/8-K filings |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $225,000 per year | Approved upon appointment as COO effective Aug 13, 2025 |
| Target Annual Bonus | 25% of base salary ($56,250) at target | Payable if the Company achieves revenue targets; see performance multipliers below |
Performance Compensation
| Incentive Type | Metric | Weighting/Target | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus | Revenue | 25% of base salary at target | Target bonus (25% of base) if revenue targets achieved; if gross margin targets are achieved, the Performance Bonus (i.e., the amount) is multiplied by 2×; above-target results may be considered for additional bonuses at Committee discretion | Annual, subject to Committee determination |
| Stock Options (new grant) | Retention/performance alignment | 5,000 options | Strike price equals closing price on Aug 13, 2025; vesting schedule to be determined by Compensation Committee to align with performance and retention goals; service requirement applies | Vesting schedule TBD by Committee |
Clawback policy: Executive incentive-based compensation is subject to recovery for the three fiscal years preceding any material restatement, regardless of fault, per the Company’s compensation recovery policy adopted in Nov 2023 .
Insider Trading Policy: Hedging (e.g., publicly traded options, puts/calls, short sales) is prohibited; pledging or margin use requires pre-approval; Section 16 officers face pre-clearance and blackout restrictions .
Equity Ownership & Alignment
| Category | Detail | As-of | Source |
|---|---|---|---|
| Common Shares Beneficially Owned | 1,480 shares | Oct 16, 2025 | |
| Ownership % of Outstanding | 0.1% (of 1,769,269 shares outstanding) | Oct 16, 2025 | |
| Options Outstanding (prior grants) | 1,800 options granted Aug 7, 2023; 1,200 vested as of the proxy record date; 600 unvested | Oct 16, 2025 | |
| Options Outstanding (prior grants) | 840 options granted Aug 28, 2024; 280 vested as of the proxy record date; 560 unvested | Oct 16, 2025 | |
| Options Granted (COO appointment) | 5,000 options granted with strike equal to Aug 13, 2025 close; vesting schedule TBD by Committee | Aug 13, 2025 | |
| Shares Pledged | None disclosed; pledging requires pre-approval per policy | — |
Note: The “Shares subject to options exercisable within 60 days” column in the beneficial ownership table lists zero for Mr. Badugu as of the record date; vested counts above reflect footnote disclosures on vested or deemed vested portions of option grants .
Employment Terms
- Appointment and Role: COO effective August 13, 2025; also responsible for cybersecurity program oversight starting Aug 13, 2025 .
- Compensation Arrangements: Base salary, annual performance-based bonus, and stock option grant (5,000 options) as described; no other arrangements or understandings led to selection; no family relationships; no related-party transactions requiring Item 404(a) disclosure .
- Severance/Change-of-Control: No specific severance or change-of-control provisions disclosed for Mr. Badugu; Company-level employment agreement terms disclosed in proxy apply to CEO only .
- Clawback: Compensation recovery policy applies to executive officers (including COOs) for restatement-related recoupment (3-year look-back) .
- Trading/Ownership Policies: Hedging prohibited; pledging or margin requires pre-approval; pre-clearance and blackout periods apply to Section 16 insiders .
Performance & Track Record
| Area | Evidence |
|---|---|
| Operational execution | As Director of Program Management (Aug 2023–Aug 2025), led initiatives enhancing efficiency and on-time program completion . |
| Product launch experience | Led launch of COVID-19 diagnostic products at Thermo Fisher Scientific (2020–2023) . |
| Company TSR and profitability context | FY2025 net loss of $13.85M; cumulative TSR value of $14.51 on initial $100 investment by June 30, 2025 (vs. $22.31 FY2024; $35.49 FY2023) . |
| Governance/controls | As COO, oversees cybersecurity program aligned to CIS v8, with incident response and Board/Audit Committee reporting . |
Compensation Committee and Governance Context
- Compensation Committee: Independent directors administer executive compensation and the 2021 Omnibus Equity Incentive Plan; Committee members during FY2025 were Wilkinson (Chair), Halinski, and Winn .
- Insider Trading Policy: Strict pre-clearance, blackout windows, hedging prohibitions, and pledge pre-approval govern executive trading behavior .
- Equity Plan Capacity: As of June 30, 2025, 85,598 shares available for future issuance under the 2021 Plan; 213,113 options outstanding in aggregate across plans .
Risk Indicators & Red Flags (executive-specific findings)
- Related-party/Item 404 transactions: None disclosed for Mr. Badugu; Company disclosed a separate related-party software development contractor (CEO’s son-in-law) unrelated to Mr. Badugu .
- Hedging/pledging: Policy restricts hedging and requires pre-approval for pledging; no pledges disclosed for Mr. Badugu .
- Clawbacks: Restatement clawback policy in place and applicable to executive officers .
- Management turnover context: CFO transitions occurred in FY2025 (resignation effective Feb 14, 2025; resignation Oct 17, 2025), which can elevate execution risk and management bandwidth demands on the COO in the near term .
Investment Implications
- Pay-for-performance alignment: Cash bonus design directly ties payouts to revenue targets with a 2× multiplier if gross margin targets are achieved—clear line of sight to topline and profitability quality; Committee discretion above targets adds flexibility but reduces formulaic transparency .
- Retention and selling pressure: The 5,000-option grant at appointment (vesting schedule TBD) and existing vested/unvested options (2,640 total prior grants with 1,480 vested as of record date) create medium-term retention hooks; without a disclosed vesting cadence for the 2025 grant, near-term selling pressure is indeterminate .
- Alignment and ownership: Beneficial ownership of 1,480 shares (0.1%) is modest, offset by option-based upside; anti-hedging and pledge pre-approval policies, plus an enforceable clawback, are shareholder-friendly .
- Execution risk: COO remit includes operational scaling and cybersecurity oversight alongside a period of CFO turnover; against a backdrop of continuing net losses and weak TSR trend through FY2025, execution on revenue and margin metrics embedded in his bonus will be a key leading indicator for compensation outcomes and shareholder returns .