Tom Wilkinson

About Tom Wilkinson

Tom Wilkinson, age 55, has served on Astrotech’s Board since October 2018 and is the Lead Independent Director since 2021. He is a Certified Public Accountant in Texas with bachelor’s and master’s degrees from the University of Texas, and the Board has determined he is an “audit committee financial expert” under SEC rules. His experience spans CEO/CFO roles, M&A, restructuring, and international business, including leadership of Xplore Technologies (sold to Zebra in 2018), Sonim Technologies (CEO, 2019–2021), SideChannel (Chairman, 2019–2022), and CFO consulting at Amelia Holdings (sold to SoundHound in August 2024). He currently advises through Coleridge Advisors, LLC (founded 2024) and Wilkinson & Company (founded 2014) .

Past Roles

External Roles

Board Governance

• Roles: Lead Independent Director; Chair of Audit Committee (since 2022); Chair of Compensation Committee (since 2018); Chair of Corporate Governance & Nominating Committee (FY2025 composition lists Wilkinson as Chairman); previously member of Corporate Governance & Nominating (FY2024) .
• Independence: Board determined Wilkinson is independent under Nasdaq Rule 5605(a)(2); all standing committee members meet independence requirements .
• Attendance: In FY2025 the Board held one meeting and acted 14 times by unanimous written consent; all directors, except one, attended 100% of aggregate Board/committee meetings during the periods served . Audit Committee met four times (McFarland and Winn attended two, as new members); Compensation Committee met three times; Corporate Governance & Nominating met once .
• Lead Independent Director duties: Liaison with CEO, assists in setting Board agenda, chairs executive sessions, reviews strategic opportunities, and communicates Board feedback .
• Indemnification: Company maintains indemnification agreements with directors and officers to the fullest extent permitted by Delaware law .

Fixed Compensation

Performance Compensation

• Note: FY2025 Stock Awards column shows $3,000 while footnote states 3,000 shares with $5.90 grant-date fair value per share; disclosure as presented is internally inconsistent on valuation presentation .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (Texas); University of Texas bachelor’s and master’s degrees .
• SEC-designated “audit committee financial expert” .
• Deep M&A, restructuring, international operations, and executive compensation experience .

Equity Ownership

• Additional RSU data point: Unvested restricted stock shares outstanding for Wilkinson were 6,333 as of June 30, 2025 (different reference date) .
• No options reported as exercisable for non-employee directors; no pledging of shares disclosed; no hedging policy disclosure specific to directors found in proxy .

Governance Assessment

• Strengths: Independent Lead Director with finance and audit expertise; chairs Audit, Compensation, and Corporate Governance & Nominating Committees—significant influence over financial reporting and executive/board governance processes . Attendance for Board/committee meetings is robust at the Board level (100% except one director) . No late Section 16 filings attributed to Wilkinson in FY2025 . No related-party transactions involving Wilkinson or his firms disclosed (Board’s annual review notes only a contractor related to the CEO) .
• Alignment: Holds 23,977 shares (1.4% of outstanding), with continuing RSU vesting schedules that promote multi-year alignment; no options outstanding and no pledging disclosed .
• Compensation signals: Cash fees are materially higher than other ASTC directors (Wilkinson $268,500 vs. $40,000–$80,000 peers), reflecting Lead Independent Director and multiple chair responsibilities; equity shifted from a larger FY2024 grant (5,000 shares, $50,500) to a nominal FY2025 stock award presentation ($3,000) despite footnote indicating 3,000 shares at $5.90 per share—investors may seek clarity on the valuation basis in FY2025 .
• Potential RED FLAGS:
  • Concentration of roles: Simultaneous chair of Audit, Compensation, and Corporate Governance & Nominating may reduce checks-and-balances among committees; consider monitoring committee composition/rotation for balance .
  • Disclosure inconsistency: FY2025 stock award valuation presentation appears inconsistent with footnote math; request clarification from the Compensation Committee .
  • Historical interlock: Prior overlap with CEO Pickens at Xplore Technologies is a network tie; no current related-party transactions disclosed, but it warrants awareness for perceived independence optics .

Director Compensation (Detail)

Related Party Transactions

• Board annually reviews related-party transactions; only disclosed transaction since July 1, 2022 was software development payments to Jordan Dinwiddy (CEO’s son-in-law); no transactions involving Wilkinson or his entities were disclosed .

Independence, Attendance & Engagement

• Independence: Board affirmed Wilkinson’s independence; all committee members met Nasdaq/SEC independence standards .
• Attendance: Board held one meeting plus 14 unanimous written consents in FY2025; all directors except one attended 100% of aggregate Board/committee meetings during their service; Audit (4 meetings), Compensation (3), and Corporate Governance & Nominating (1) .
• Engagement: As Lead Independent Director, he chairs executive sessions and serves as liaison with the CEO, including agenda setting and strategy review .

Compensation Structure Notes

• Equity annually: Directors no longer receive automatic annual equity base compensation after Dec 22, 2022; equity is discretionary and typically vests over 3–5 years; options typically 10-year term; directors had no unvested option awards at FY2024/FY2025 reference points .

Say-on-Pay & Shareholder Feedback

• Proxy discloses advisory vote mechanics and Audit Committee report; the Compensation Committee considers shareholder feedback in future arrangements; majority of votes cast required for proposals; abstentions not counted as “against” for the proposals described .

Compliance & Legal

• Section 16(a) compliance in FY2025 noted late filings by certain officers (Hinojosa, Pickens, Canas); no late filing noted for Wilkinson .
• No director/officer legal proceedings disclosed under Item 401(f) for past ten years .