Thomas B. Pickens III
ASTROTECHAbout Thomas B. Pickens III
Thomas B. Pickens III, age 68, has served as Chairman and Chief Executive Officer of Astrotech Corporation since January 2007 and as a Director since 2004; he also acts as Chief Technology Officer and leads all subsidiaries (1st Detect, AgLAB, Pro-Control, BreathTech, EN‑SCAN) . He holds a BA in Economics, Computer Science and Engineering from Southern Methodist University . Under Pickens, FY2025 revenue was $1.049 million (down 37% YoY) with a net loss of $13.85 million; cumulative TSR on a $100 investment measured by the company’s pay-versus-performance disclosure declined from 35.49 (FY2023) to 22.31 (FY2024) to 14.51 (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astrotech Corporation | Chairman & CEO; CTO | 2007–present (CEO/Chair), Director since 2004 | Provides technical vision; leads subsidiaries and product strategy . |
| Beta Computer Systems, Inc. | Founder & President | 1982–1984 | Early technology entrepreneurship; foundation in computing systems . |
| T.B. Pickens & Co. | Founder & President | 1985–1995 | Investment/operating leadership across energy and utilities . |
| Grace Pickens Acquisition Partners L.P. | Founder & General Partner | 1986–1988 | Led acquisition partnerships; capital markets experience . |
| Catalyst Energy Corp. & United Thermal Corp. (NYSE) | CEO | 1988–1994 | Operated energy businesses; multi-entity executive management . |
| Mirant Corp. (Nasdaq: MIRKQ) | Co‑Chairman, Equity Committee (bankruptcy) | 2004–2006 | Creditor advocacy; restructuring oversight during bankruptcy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xplore Technologies (sold to Zebra Technologies) | Chairman of the Board | Until July 2018 | Guided strategic sale to industry acquirer . |
| Trenwick America Reinsurance | Director | Various | Insurance governance; risk oversight . |
| Spacehab Inc. (Nasdaq) | Director | Various | Aerospace board service; sector expertise . |
| Advocate MD | Director | Various | Healthcare oversight . |
| Optifab, Inc. (Nasdaq) | Director | Various | Technology manufacturing oversight . |
| United Shareholders Association (NY chapter) | Chairman | Various | Shareholder rights advocacy leadership . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 450,000 | 472,500 |
| Target Bonus (% of Salary) | 0–100% (structure) | 0–100% (structure) |
| Actual Bonus Paid ($) | 382,500 (paid Sep 2024) | — (no bonuses awarded) |
| All Other Compensation ($) | 31,447 | 26,426 |
| Total Compensation ($) | 1,327,105 | 954,851 |
Notes:
- Compensation administered by independent Compensation Committee; base salary set annually and bonus/equity determined after year-end .
- Employment agreement minimum base salary: $360,000; auto-renews annually unless 60 days’ notice is given .
Performance Compensation
| Component | Grant/Status | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Equity Incentive (structure) | Annual, discretionary | Not disclosed (Committee discretion) | 0–100% of salary | FY2025: Stock awards $38,735; Options $122,190 (grant date fair value) | RS vest in equal annual installments over 3 years; Options vest over 3 years . |
| Cash Bonus | Annual | Not disclosed (Committee discretion) | 0–100% of salary | FY2025: none; FY2024: $382,500 | N/A |
Outstanding equity awards (as of June 30, 2025):
| Type | Vested | Unvested | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock options (grant 5/09/2017) | 1,333 | — | 175.50 | 05/09/2027 |
| Stock options (grant 4/14/2022) | 25,866 | — | 19.20 | 04/14/2032 |
| Stock options (grant 9/29/2023) | 16,587 | 33,173 | 10.10 | 09/29/2033 |
| Stock options (grant 8/28/2024) | — | 25,310 | 11.51 | 08/28/2034 |
| Restricted stock (unvested) | — | 63,332 | N/A | N/A |
| Total vested options (schedule) | 43,786 | — | — | — |
Additional vesting mechanics:
- Options and RS vest in equal annual installments over three years; exercisable options expire 90 days after termination .
Pay-versus-performance context:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 517,759 | 969,728 | 696,276 |
| Value of $100 Investment (TSR) | 35.49 | 22.31 | 14.51 |
| Net (Loss) Income ($mm) | (9.642) | (11.666) | (13.850) |
Equity Ownership & Alignment
| Ownership Detail (as of Oct 16, 2025) | Amount |
|---|---|
| Common shares owned | 159,174 |
| Unvested restricted stock | 63,333 |
| Options exercisable within 60 days | — (none) |
| Preferred Shares with option to convert (1:30 basis) | 280,898 |
| Total shares beneficially owned (beneficial calc) | 222,507 |
| % of common shares outstanding | 12.6% (1,769,269 shares outstanding) |
Alignment, hedging, pledging:
- Insider Trading Policy prohibits hedging and short sales; pledging or margin deposits require pre-approval and trade pre-clearance for Section 16 insiders .
- No disclosure of pledged shares for Pickens in the proxy table .
Stock ownership guidelines:
- Executive ownership guidelines not disclosed; director equity awards are discretionary and capped alongside cash per director policy; directors no longer receive annual equity by default since Dec 22, 2022 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Employment agreement dated Oct 6, 2008; auto-renews annually unless 60 days’ prior notice . |
| Minimum Base | $360,000 annual minimum . |
| Severance (no CoC) | Lump sum = 1.0x highest base salary in prior 12 months + 0–50% of average annual bonuses (prior 3 years) at Committee discretion; 12 months COBRA at employee cost rate; accelerate vesting of equity; 1-year post-termination option exercise; release required . |
| Change-in-Control (CoC) | If terminated within 12 months after CoC: 1.5x base + 0–50% of average annual bonuses; same vesting acceleration and option exercise extension; definitions for Cause/Good Reason apply; effectively a double-trigger CoC severance . |
| Clawback | Board-adopted Nov 2023 compensation recovery policy for restatements per SEC/Nasdaq; recoup erroneously awarded incentive comp for the prior 3 fiscal years; applies regardless of fault . |
| Other | Confidentiality and non-disparagement provisions in agreement . |
Board Governance
- Structure: Combined Chairman and CEO deemed appropriate by Board for unified leadership and cost-efficiency; Lead Independent Director (Tom Wilkinson) appointed to provide counterbalance and chair executive sessions .
- Independence: Board determined Wilkinson, Stober, Winn, Halinski, and McFarland as independent; committee independence maintained per Nasdaq and SEC rules .
- Committees:
- Audit Committee: Wilkinson (Chair), McFarland, Winn; met 4 times in FY2025; McFarland and Winn attended only two as new members; all three designated “audit committee financial experts” .
- Compensation Committee: Wilkinson (Chair), Halinski, Winn; met 3 times in FY2025; CEO compensation decided in executive session .
- Corporate Governance & Nominating: Wilkinson (Chair), Halinski, McFarland, Winn; met once in FY2025 .
- Director Compensation:
- Cash stipends: $80,000 annual for directors; $88,500 for Audit Chair; reimbursed expenses .
- FY2025 grants: Each director received 3,000 restricted shares on May 14, 2025 (vesting over 3 years; grant date fair value $5.90) .
- FY2025 director totals: e.g., Wilkinson $271,500 (cash + $3,000 stock value), McFarland $83,000, etc. .
- Attendance: See Audit Committee note above; no full Board attendance percentage disclosed.
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($000s) | 1,664 | 1,049 |
| Gross Margin (%) | 45.1% | 45.3% |
| Loss from Operations ($000s) | (13,280) | (14,734) |
| R&D Expense ($000s) | 6,790 | 8,142 |
| Net Loss ($000s) | (11,666) | (13,850) |
Additional developments:
- TRACER 1000 acceptance onto TSA’s approved product list in 2024; ongoing sales of devices, consumables, and service contributed to revenue mix .
- CFO transitions: Hinojosa resigned effective Feb 14, 2025 ; Cañas appointed May 22, 2025 ; Bartley appointed Interim CFO Oct 27, 2025 under consulting agreement ; reflects finance leadership changes .
- Section 16 compliance: Late ownership filings noted for Pickens (Oct 15, 2024) among others .
Equity Ownership & Incentives—Risk Levers
- Vesting and selling pressure: Significant unvested RS (63,332) and unvested options (e.g., 33,173 at $10.10; 25,310 at $11.51) create periodic vest events; policy restricts hedging and requires pre-clearance, but vest-driven liquidity windows may still be monitored for Form 4 activity .
- Dilution risk: 2021 Omnibus Equity Plan shows 211,172 options outstanding at $11.83 WAEP and 85,598 shares available for future issuance; unvested/vested totals across plans 213,113 options outstanding at $13.27 WAEP .
- Alignment: 12.6% ownership of common stock indicates material “skin in the game”; preferred shares convertible exist but are presented separately and not counted in common % .
Employment Terms—Economics Summary
| Scenario | Cash Multiple | Bonus Component | Equity | Benefits |
|---|---|---|---|---|
| Termination (no CoC) | 1.0x highest base salary | +0–50% of avg bonuses (past 3 yrs) at Committee discretion | Accelerated vesting; options exercisable for 1 year post-termination | 12 months COBRA at active employee rate |
| Termination within 12 months post-CoC | 1.5x highest base salary | +0–50% of avg bonuses (past 3 yrs) | Same acceleration/exercise extension | 12 months COBRA |
Compensation Structure Analysis
- Mix shifts: FY2025 pay declined vs FY2024 driven by elimination of discretionary cash bonus (from $382,500 to $0) while equity grants remained modest ($38,735 stock awards; $122,190 options) .
- Performance linkage: Compensation program relies on Committee discretion; specific revenue/EBITDA/TSR targets are not disclosed; FY2025 saw no bonuses despite continued losses, suggesting restraint but low formal pay-for-performance transparency .
- Clawback/controls: Nasdaq-compliant clawback adopted (Nov 2023) enhances recourse on restatements . Option grant timing policy disclosed; grants generally coincide with broader employee awards; required disclosure of grants near material events provided for CFO option grant .
Director Service & Dual-Role Implications
- Dual role: Combined Chairman/CEO (Pickens) may reduce independent oversight; mitigations include Lead Independent Director (Wilkinson) who chairs executive sessions and sets agenda with CEO .
- Committee roles: Compensation, Audit, and Governance committees composed solely of independent directors; meeting cadence disclosed (Audit: 4; Comp: 3; Governance: 1) .
- Independence: Board annually affirms independence criteria compliance for committee members per Nasdaq/SEC rules .
Investment Implications
- Alignment vs control: Pickens’ 12.6% common ownership aligns incentives but combined Chair/CEO increases governance risk; presence of a Lead Independent Director partially mitigates but does not eliminate concentration of power .
- Pay-for-performance visibility: Bonus/equity determined at Committee discretion with limited metric disclosure; FY2025 bonus was zero despite ongoing losses, indicating some restraint yet limited transparency in performance calibration; monitor say‑on‑pay results and Committee disclosures going forward .
- Liquidity and dilution: Unvested RS and substantial option overhang with additional shares available under the 2021 Plan suggest continuing dilution risk if used to fund retention/compensation; watch grant pacing and Form 4 activity for potential selling pressure around vest dates .
- Execution risk: Revenue decline and larger net losses amid increased R&D investment heighten execution risk; CFO turnover through 2025 adds transitional risk in financial leadership and controls .
- Protections: Robust clawback and insider trading controls (hedging/pledging restrictions) are positives for investor alignment and risk management .