委託書聲明

股東年度股東大會通知

截至2024年6月30日的財政年度

2024年12月13日 星期五

中部標準時間上午9點

2105 Donley Drive，100號套房

德克薩斯州奧斯汀78758

代理人聲明書

股東年度股東大會通知

2024年10月24日

致Astrotech公司股東：

誠摯邀請您參加Astrotech公司截至2024年6月30日財政年度的股東年度大會（“年度大會”），該公司是德拉瓦州註冊的一家公司（“公司”或“astrotech”），將於2024年12月13日上午9:00舉行，地點為德拉瓦州奧斯汀市唐利大道2105號100室，郵遞區號78758，中部標準時間。有關年度大會、董事候選人和待審議提案的信息請參見本股東年度大會通知書（“年度大會通知書”）和代理人聲明書（“代理人聲明書”）。屆時將請務必參加會議：

公司的董事會（“董事會”）已批准將這些建議提交給公司的股東，並建議贊成這些提議，以及可能在年度股東大會上提交給您表決的其他事項。董事會已確定2024年10月17日（“記錄日期”）為業主終止業務的日期，以確定股東有權收到年度股東大會通知並進行表決。

根據證券交易委員會（SEC）的「通知與訪問」規則，在2024年10月24日左右，我們將郵寄一份有關股東可獲取代理材料的通知，包含如何訪問年度股東大會通知、代理聲明、代理卡以及截至2024年6月30日的財政年度的公司第10-K表格（「第10-K表格」），並可透過互聯網以電子方式投票。我們相信以電子方式提供這些材料能更有效率地提供給我們的股東代理材料，同時降低成本並減少年度股東大會對環境的影響。不過，如果您希望收到我們的代理材料的印刷版本，您可書面或口頭請求無費提供此類材料。請遵循包含在有關股東可獲取代理材料的通知中的指示，或通過致電+1-800-662-5200（免費電話）聯繫我們的代理請求程序。銀行和經紀商可致電+1-203-658-9400或發送電郵至ASTC.info@investor.sodali.com。

投票可通過返回代理人卡、致電1-888-457-2959，或在 www.proxyvoting.com/ASTC 線上完成。

只有您最新日期的代理投票卡才會計入，任何代理都可以在股東大會上行使之前的任何時間撤銷，如本代理人聲明所述。有關詳細資料可在代理投票卡和代理人聲明的“投票方式”部分找到。

就於2024年12月13日舉行的年度股東大會的代理人資料的可用性發出重要通知。年度股東大會通知、代理人委託書、代理人卡和10-k表格可在www.astrotechcorp.com的標題下獲得。 “投資者。” 如果您想索取印刷資料，請在年度股東大會日期前一周之前提出申請，以便在年度股東大會之前收到。請務必在申請中包含您的完整姓名和地址。

感謝您及時投票支持。

您的投票至關重要。無論您是否打算親臨會議，請在附上的代理人卡上標記、簽名並填寫日期，並將其放入附上的信封中，以確保您的股份被代表參加會議。
請在附上的代理人卡上標記、簽名並填寫日期，並將其放入附上的信封中，以確保您的股份被代表參加會議。
請將附上的代理人卡放入附上的信封中，以確保您的股份在會議中得到代表。
如果您出席會議，您可以隨意親自投票，即使您之前已提交代理。
如果您希望在會議中親自投票，即使您之前已提交代理，也可以這樣做。 

代理人聲明書

一般信息

本代理聲明是提供給astrotech普通股股東，每股面值$0.001（“普通股”），截至記錄日期，與astrotech董事會就將於2024年12月13日上午9:00在德州奧斯丁Donley Drive2105號100套房舉行的年度股東大會進行的代理徵求有關。本代理聲明、附帶的代理卡以及10-k表格將於2024年10月24日左右分發給股東。隨附的代理由公司董事會代為發起。

在年度會議上，您將被問到：

代理材料的網絡可用性

astrotech透過互聯網向股東提供這些資料。 我們將於2024年10月24日左右郵寄《關於委託書材料可得性的通知》給我們的股東，該通知包含如何訪問年度股東大會通知、委託書、委託卡和第10-k表格以及如何在網上進行電子投票的說明。 年度股東大會通知、委託書、委託卡和第10-k表格可在www.astrotechcorp.com免費提供，網頁上標題為「投資者專區」。

記錄日期和表決證券

董事會已確定業務截止日期為2024年10月17日（「記錄日期」），作為確定股東有權收到年度股東大會通知並投票的記錄日期。截至記錄日期，普通股共有1,701,729股流通，其中包括具有投票權的37,105股限制性股票。持有普通股和具有投票權的限制性股票的持有人有權收到年度股東大會通知，並按記錄日期持有的股份每股一票投票。任何股東均不得累積投票權。

撤銷授權書

每位提供代理權的股東在該代理代表的股份被投票前皆有權撤銷該代理權。代理權的撤銷在公司秘書收到撤銷代理的文件或蓋有較晚日期的正式執行的代理時生效。此外，股東可以透過親自在年度股東大會上投票來更改或撤銷先前簽署的代理。

如何投票

由於許多astrotech股東無法參加年度大會，董事會請求代表給予每位股東在本代理聲明所載的年度大會上設定的所有事項上投票的機會。建議股東仔細閱讀本代理聲明中的材料，並通過以下方法之一投票：

投票時，請保管好您的委任書，使用電話或網路投票。所有透過電話或網路進行的投票必須於2024年12月12日東部標準時間晚上11:59之前提交，以便計入。每張（i）正確填寫並簽署，（ii）在股東大會上提前或于會議期間及時收到並（iii）在上述說明中未經適當撤銷的委任書，將根據委託書中指定的方向投票，否則將按照代表中指定的人的判斷進行投票。如果未指定選擇並且委任書經適當簽署且退回，則股份將按照董事會指定的代理人依照董事會建議進行投票。

具有利益所有者，通過證券經紀人或其他金融機構擁有股份的人可以通過退回投票指示表或按照由證券經紀人或其他金融機構提供的通過電話或互聯網進行投票的指示進行投票。如果您擁有多個帳戶中的股份或使用多個姓名擁有股份，您可能會收到多份代理材料。請投票您所有的股份。

董事會已聘任Thomas b. Pickens III先生為我們的行政總裁兼董事會主席，Jaime Hinojosa先生擔任我們的致富金融(臨時代碼)、秘書和司庫，代表您根據您提交的指示投票。

法定人数

持有至少三分之一所有已發行及流通股票的股東，不論親自出席或代表出席，將構成股東大會的法定人數。

董事選舉需要投票

The Election of Directors Proposal requires the vote of a plurality of the shares of Common Stock represented at the Annual Meeting and entitled to vote thereon (meaning that the director nominees who receive the highest number of shares voted “for” their election are elected). As a result, votes withheld and “broker non-votes” (as explained below), if any, will not affect the outcome of the vote on this proposal since only votes “For” a nominee will be counted.

Vote Required for the Auditor Ratification Proposal and the Say-on-Pay Proposal

The Auditor Ratification Proposal and the Say-on-Pay Proposal each require the affirmative vote of a majority of the total votes cast at the Annual Meeting by the holders of Common Stock. As a result, abstentions, if any, will not affect the outcome of the vote on the Auditor Ratification Proposal and the Say-on-Pay Proposal.

Method of Tabulation and Broker Voting

One or more inspectors of election appointed for the Annual Meeting will tabulate the votes cast in person or by proxy at the Annual Meeting and will determine whether or not a quorum is present. The inspectors of election will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

What are “broker non-votes”?

如果您是以您的經紀人、銀行或其他代理人名義登記的股票的受益所有人，則您的股份由您的經紀人、銀行或其他代理人以您的提名人身份或以"街頭姓名"持有，您將需要從持有您股份的機構獲取一張選民指示卡，並按照其中包含的指示指示機構如何投票您的股份。 銀行、經紀人和其他代理人作為提名人被允許使用自由判斷權來就被紐約證券交易所視為「例行」的提案投票，但在未獲得客戶的投票指示之前，不得就被紐約證券交易所視為「非例行」的提案投票。 當某個提案被視為「非例行」且為受益所有人持有股份的提名人在考慮事項上沒有自由判斷權並且未收到受益所有人的指示時，會發生經紀人「非投票」。 被視為「例行」和「非例行」的提案的判斷可能要等到此代理人聯名書函寄給您之後由紐約證券交易所進行。 因此，如果您希望決定股份的投票權，您提供投票指示給您的銀行、經紀人或其他提名人是很重要的。

根據相關管理此類券商的規定，我們認為董事選舉提案不太可能被視為「例行」事項。這意味著如果券商未從受益人收到指示，則可能不允許券商在此事項上投票。我們認為審計師核准提案可能被視為「例行」事項，因此您的券商公司即使未收到您的指示，只要以其名義擁有您的股份，可能就可以對審計師核准提案進行投票。 對於支薪提案，券商如果未獲得受益所有者的指示，則不得投票贊成此提案，因此券商未投票不會影響該提案的結果。

公司於2024年3月31日結束的季度期間提交給委員會的季度報告，即基本報表Form 10-Q，其中包含未經審核的中期財務報表；

如果您通過郵件收到本文件，則Form 10-k將與本代理登記書一同郵寄給您。根據SEC的“通知和存取”規則，我們還通過互聯網在www.astrotechcorp.com的“投資者”欄下，將股東年度會議通知、代理登記書、委任書和Form 10-k以電子形式提供給股東。公司的Form 10-k和其他定期報告也可通過SEC的網站www.sec.gov和公司網站www.astrotechcorp.com的“投資者”欄下獲得。在本代理登記書中對我們或其他網站的引用僅作為文字參考，並不將這些網站的信息納入本代理登記書之中。

投票結果

我們將在股東大會上宣布初步投票結果，在提交給證券交易委員會的Form 8-k當前報告中，在股東大會舉行後的四個業務日內披露最終投票結果，除非在提交Form 8-k時僅有初步投票結果可用。如有需要，我們將提交修訂後的Form 8-k報告，以在最終投票結果確定後的四個業務日內披露最終投票結果。您可以在公司網站 www.astrotechcorp.com 免費查閱或獲得這些以及其他報告的副本。此外，提及的Form 8-k、任何修改以及我們向證券交易委員會提交的其他報告都可以在SEC網站 www.sec.gov 上通過互聯網查看。

股東名冊

年度股東大會前十天，所有有權投票的股東名單將在我們的辦公室（德州奧斯汀唐利大道2105號100套房）的正常業務時間內開放供任何股東檢視。

公司治理

公司的業務事務根據特拉華州通用公司法，修訂後的公司組織章程（即“公司章程”）和修訂後的公司規定（即“規定”）管理。董事會的角色是有效地管理公司的事務，為公司的股東利益着想，確保astrotech行業板塊的活動以負責任和道德的方式進行。董事會努力通過任命合格的管理層來確保公司的成功，該管理層定期向董事會成員提供有關公司業務和行業的信息。董事會致力於維護健全的公司治理原則。

公司遵循反映於一套書面公司治理政策的企業治理原則和實踐，該政策可在公司網站www.astrotechcorp.com的“投資者”欄下查閱。這些政策包括以下內容：

道德與業務行為行為準則

公司的道德操守和業務行為守則適用於astrotech的所有董事、高管和員工。該守則的關鍵原則包括合法道德行事、勇敢發聲、尋求建議以及與公司股東公平交易。該道德操守和業務行為守則可在公司網站www.astrotechcorp.com的“投資者”欄下找到，並可應公司股東要求提供副本。該道德操守和業務行為守則符合納斯達克規則下“行為守則”的要求。

高級財務主管的道德規範

公司的高級財務主管道德守則適用於公司的首席執行官（"CEO"）、財務長（"CFO"）和控制器。該守則的關鍵原則包括合法和道德行事、促進誠實的業務行為，並向公司的股東及時提供有意義的財務披露。高級財務專業人士的道德守則可在公司網站www.astrotechcorp.com的“投資者”欄下找到，並根據要求向公司的股東提供副本。高級財務專業人士的道德守則符合證券交易委員會規則下“道德守則”的要求。

股東與董事溝通政策

公司的股東與董事通信政策提供了一個媒介，供股東與董事會溝通。根據該政策，股東可以通過發送信件給Astrotech股份有限公司，致函：董事會股東通信，注意：秘書，2105 Donley Drive，Suite 100，Austin，Texas 78758，與董事會或特定董事會成員溝通。這些通信應該指定預定的接收者。除了未經請求的商業招攬，所有此類通信將轉發給適當的董事，或董事，以供審閱。

會計和審計事項的投訴和舉報程序

公司的投訴和舉報會計和審計事宜程序規定（i）接收、保存和處理有關會計、內部會計控制或審計事宜的投訴、舉報和關切，以及（ii）員工關於有疑問的會計或審計事宜的投訴、舉報和關切可進行機密、匿名提交。投訴可通過免費獨立的“合規熱線”電話號碼進行，也可通過在www.reporit.net網站上向專用電子郵件地址提交問題。接收到的投訴將由公司法律顧問記錄，並通報給公司的審計委員會，並在公司的審計委員會指導下進行調查。根據2002年薩班斯-豪利法案第806條規定，這些程序禁止公司對提交善意投訴、舉報或關切的人採取不利行動。

董事會在風險監督中的角色

董事會已確定董事長和CEO合併職位適合公司，因為能夠促進公司統一的領導和指導，讓管理層專注執行公司的策略和業務計劃。這種結構還能避免因要求獨立董事長而導致的額外成本和低效。董事會認為這種治理結構能夠使董事會有效地與董事長和CEO的合併職位合作。

在董事會的選擇下，湯姆·威爾金森擔任首席獨立董事（“首席董事”）。首席董事是與CEO的主要聯絡人，協助董事長訂定董事會議程，主持董事會的執行會議，確定並審查戰略機遇，並將董事會成員的反饋意見傳達給CEO。董事會認為這種方式適當且有效地補充了董事長和CEO的合併職責。

董事會努力平衡所有Astrotech股東的風險和回報比例。藉此，管理層以正式和非正式的方式與董事會保持著經常性的溝通。這包括在正式董事會會議、正式委員會會議及更頻繁的非正式對話中，與Astrotech管理層討論業務狀況、行業和整體經濟環境。此外，董事會利用其委員會來考慮需要進一步專注、技能組合和/或獨立性的特定話題。審計委員會協調董事會對公司內部財務報告、披露控制和程序以及行為守則的監督。管理層定期向審計委員會報告這些範疇。薪酬委員會協助董事會履行對來自我們薪酬政策及計劃所產生風險的監督職責。企業治理和提名委員會協助董事會履行與董事會組織、成員和架構相關的風險、董事後繼計劃及企業治理相關的監督責任。

董事會

董事會於2024財政年度舉行了​​總共1次會議，通過書面同意進行了6次行動。我們所有董事都應該參加董事會及其所在委員會的每次會議，並鼓勵他們在合理範圍內參加年度股東大會。所有董事在其擔任2024財政年度董事期間舉行的董事會及其所在委員會的會議中，出席率皆為100%。所有董事均出席了我們的2023年股東年會（“2023年度股東大會”）。

Committees of the Board of Directors

During fiscal year 2024, the Board had three standing committees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. The members of each committee and the chair of each committee are appointed annually by the Board.

Each such committee currently consists of three (3) persons, and each member of the Audit, Compensation, and Corporate Governance and Nominating Committees meet the independence requirements of the Nasdaq’s Listing Rules.

The Company periodically reviews, both internally and with the Board, the provisions of the Sarbanes-Oxley Act of 2002 and the rules of the SEC and Nasdaq regarding corporate governance policies, processes, and listing standards. In conformity with the requirement of such rules and listing standards, we have adopted a written Audit Committee Charter, a Compensation Committee Charter, and a Corporate Governance and Nominating Committee Charter, each of which may be found on the Company’s website at www.astrotechcorp.com under the heading “Investors” or by writing to Astrotech Corporation, Attn: Investor Relations, 2105 Donley Drive, Suite 100, Austin, Texas 78758 and requesting copies.

Audit Committee

The Audit Committee is composed solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Audit Committee and approved by the Board. The charter is available on the Company’s website at www.astrotechcorp.com under the heading “Investors.” The Audit Committee is responsible for appointing and compensating a firm of independent auditors to audit the Company’s financial statements, as well as oversight of the performance and review of the scope of the audit performed by the Company’s independent registered public accounting firm. The Audit Committee also reviews audit plans and procedures, changes in accounting policies, and the use of the independent auditors for non-audit services. As of the end of fiscal year 2024, the Audit Committee consisted of Messrs. Wilkinson (Chairman), Russler, and Becker. The Board has determined that each of Messrs. Wilkinson, Russler, and Becker met the qualification guidelines as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. During fiscal year 2024, the Audit Committee met five (5) times.

Upon their election, each of Messrs. Wilkinson (Chairman), McFarland, and Winn will serve on the Audit Committee. The Board has determined that Mr. Wilkinson meets the qualification guidelines as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the Company’s independent auditor. Audit Committee charter requires the pre-approval of all audit and permissible non-audit services to be provided by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. The charter, as amended, provides for the general pre-approval of specific types of services and gives detailed guidance to management as to the specific audit, audit-related, and tax services that are eligible for general pre-approval. For both audit and non-audit pre-approvals, the Audit Committee will consider whether such services are consistent with applicable law and SEC rules and regulations concerning auditor independence. 

The charter delegates to the Chairman of the Audit Committee the authority to grant certain specific pre-approvals, provided that the Chairman of the Audit Committee is required to report the granting of any pre-approvals to the Audit Committee at its next regularly scheduled meeting. The charter prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve services performed by the independent auditor.

Requests for pre-approval of services must be detailed as to the particular services proposed to be provided and are to be submitted by the CFO. Each request generally must include a detailed description of the type and scope of services, a proposed staffing plan, a budget of the proposed fees for such services, and a general timetable for the performance of such services. The Report of the Audit Committee can be found in this Proxy Statement following the description of the Say-on-Pay Proposal. 

Compensation Committee

The Compensation Committee is composed solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Compensation Committee and approved by the Board. The charter is available on the Company’s website at www.astrotechcorp.com under the heading “Investors.” The Compensation Committee is responsible for determining the compensation and benefits of all executive officers of the Company and establishing general policies relating to compensation and benefits of employees of the Company. The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine in an informational or advisory capacity.

The Board considers the performance of our CEO annually. Compensation Committee meetings to determine the compensation of the CEO must be held in executive session. Compensation Committee meetings to determine the compensation of any officer of the Company other than the CEO may be attended by the CEO, but the CEO may not vote on these matters.

The Compensation Committee administers the Company’s 2021 Omnibus Equity Incentive Plan in accordance with the terms and conditions set forth in that plan. In addition, to the extent awards remain outstanding under the 2008 Stock Incentive Plan and the 2011 Stock Incentive Plan (together, the “Prior Plans”), the Compensation Committee administers the Prior Plans and those prior awards in accordance with the terms, conditions and procedures set forth in the Prior Plans and the applicable award agreements. As of the end of fiscal year 2024, the Compensation Committee consisted of Messrs. Wilkinson (Chairman), Russler, and Becker. During fiscal year 2024, the Compensation Committee met three (3) times.

Upon their election, each of Messrs. Wilkinson (Chairman), Halinski, and Winn will serve on the Compensation Committee.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is comprised solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Corporate Governance and Nominating Committee and approved by the Board. The charter is available on the Company’s website at www.astrotechcorp.com under the heading “Investors.” The primary purpose of the Corporate Governance and Nominating Committee is to provide oversight on the broad range of issues surrounding the composition and operation of the Board, including identifying individuals qualified to become Board members and recommending director nominees for the next annual meeting of stockholders. As of the end of fiscal year 2024, the Corporate Governance and Nominating Committee consisted of Messrs. Russler (Chairman), Wilkinson, and Becker. During fiscal year 2024, the Corporate Governance and Nominating Committee met one (1) time.

Upon their election, each of Messrs. McFarland (Chairman), Halinski, Wilkinson, and Winn will serve on the Corporate Governance and Nominating Committee.

Director Nomination Process

Regarding nominations for directors, the Corporate Governance and Nominating Committee identifies nominees in various ways. The Corporate Governance and Nominating Committee considers the current directors that have expressed interest in, and that continue to satisfy, the criteria for serving on the Board. Other nominees may be proposed by current directors, members of management, or by stockholders. From time to time, the Corporate Governance and Nominating Committee may engage a professional firm to identify and evaluate potential director nominees. Regarding the skills of the director candidate, the Corporate Governance and Nominating Committee considers individuals with industry and professional experience that complements the Company’s goals and strategic direction. The Corporate Governance and Nominating Committee has established certain criteria it considers as guidelines in considering nominations for the Board. The criteria include:

The above criteria are not exhaustive and the Corporate Governance and Nominating Committee may consider other qualifications and attributes which they believe are appropriate in evaluating the ability of an individual to serve as a member of the Board of Directors. In order to ensure that the Board consists of members with a variety of perspectives and skills, the Corporate Governance and Nominating Committee has not set any minimum qualifications and also considers candidates with appropriate non-business backgrounds. Other than ensuring that at least one member of the Board is a financial expert and a majority of the Board meet all applicable independence requirements, the Corporate Governance and Nominating Committee looks for how the candidate can adequately address his or her fiduciary requirement and contribute to building stockholder value. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying Director nominees, it is one of the factors considered when identifying individuals for Board membership. The Company expects to continue to consider diversity in future nomination and review processes. In accordance with Nasdaq Listing Rule 5605(f), the Company discloses certain self-identified personal demographic characteristics of its directors. For more information, see “Information About Directors, Nominees and Executive Officers - Board Diversity Matrix.”  

The Corporate Governance and Nominating Committee will consider, for possible Board endorsement, director candidates recommended by stockholders. For purposes of the Annual Meeting, the Corporate Governance and Nominating Committee will consider any nominations received by the Secretary from a stockholder of record on or before September 16, 2024. Any such nomination must be made in writing, must be accompanied by all nominee information that is required under the federal securities laws, and must include the nominee’s written consent to serve as a director if elected. The nominee must be willing to allow the Company to complete a background check. The nominating stockholder must submit their name and address, as well as that of the beneficial owner, if applicable, and the class and number of shares of Common Stock that are owned beneficially and of record by such stockholder and such beneficial owner. Finally, the nominating stockholder must discuss the nominee’s qualifications to serve as a director.

Director Attendance at Annual Stockholder Meetings

The Board members are expected to attend our annual stockholder meetings. All directors attended our 2023 Annual Meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of the Company’s Common Stock to file reports of ownership and changes in ownership with the SEC. Such directors, executive officers, and greater than 10% stockholders are required by SEC regulation to furnish to the Company copies of all Section 16(a) forms they file. Due dates for the reports are specified by those laws, and the Company is required to disclose in this document any failure in the past fiscal year to file by the required dates. Based upon a review of the copies of such forms furnished to us, we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during the fiscal year ended June 30, 2024 were filed in a timely manner by our officers and directors.

PROPOSAL 1 – ELECTION OF DIRECTORS

The Corporate Governance and Nominating Committee, which is comprised entirely of independent directors, has carefully considered all director nominees. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated Thomas B. Pickens III, Tom Wilkinson, Bob McFarland, Eric Stober, John Halinski, and Charles Winn to the Board to serve as directors until the 2025 Annual Meeting. Each nominee has agreed to serve if elected.

All directors shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified, or their earlier removal, death, retirement, disqualification or resignation from office. The Company’s Charter authorizes the Board from time to time, by the vote of a majority of the entire Board, to determine the number of its members subject to the limitations specified therein. Any vacancies and newly created directorships resulting from an increase in the number of directors shall be filled exclusively by a majority of the directors then in office, even if less than a quorum, and shall hold office until the next stockholder’s meeting at which directors are elected and his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal from office.

The Board has determined that four (4) of the six (6) director nominees (indicated by asterisk in the table below) have no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and are “independent directors” as defined by Rule 5605(a)(2) of the Nasdaq’s Listing Rules.

Information about the number of shares of Common Stock beneficially owned by each director appears later in this Proxy Statement under the heading “Security Ownership of Directors, Executive Officers, and Principal Stockholders.”

Vote Required for Approval of this Proposal

The Election of Directors Proposal requires the vote of a plurality of the shares of Common Stock represented at the Annual Meeting and entitled to vote thereon (meaning that the director nominees who receive the highest number of shares voted “for” their election are elected). As a result, withhold votes and “broker non-votes” if any, will not affect the outcome of the vote on this proposal since only votes “For” a nominee will be counted.

Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES:

INFORMATION ABOUT DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Current Directors Nominated for Re-election

Charles Winn

Director Nominee

Mr. Winn, 68, joined Winn Exploration LLC (“Winn”), an oil and gas producer, in 1978 where he now serves as the President and Chief Executive Officer. In 1992, he led Winn’s diversification into alternative investments outside of oil and gas by forming businesses that include Edge Capital, Argent Trust Company, Manti Resources, Malibu IQ, and Hughes Research Labs. He currently serves on the Board of Directors of Corpus Christi Fish For Life. Mr. Winn graduated with a bachelor’s degree in agricultural and business management from Texas Tech University and earned a Ranch Management certification from Texas Christian University.

We believe Mr. Winn is qualified to serve as a Director because of his petrochemical industry experience and strategic business development skills.

Upon his election, Mr. Winn will serve as a member of the Audit Committee, the Corporate Governance and Nomination Committee and the Compensation Committee.

Current Directors Not Standing for Re-election

Daniel T. Russler, Jr.

Director

Mr. Russler, 61, joined our Board in April 2011. He has more than 30 years of capital markets, development, and entrepreneurial experiences, including an extensive background in sales and trading of a broad variety of equity, fixed income and private placement securities. Since 2003, Mr. Russler has been the Principal Partner of Family Asset Management, LLC, a multi-family office providing high net worth individuals and families with financial services. Mr. Russler has held portfolio and risk management positions at First Union Securities, Inc., J.C. Bradford & Co., William R. Hough & Co., New Japan Securities International, and Bankers Trust Company.

Mr. Russler received a Master in Business Administration from the Owen Graduate School of Management at Vanderbilt University and a bachelor's degrees in English and Political Science from the University of North Carolina. Mr. Russler has extensive knowledge of finance, entrepreneurship, investment allocation, and capital raising matters that the Board believes adds value to the Company. Mr. Russler has served as the Chairman of the Corporate Governance and Nominating Committee since 2016 and also serves on both the Audit Committee and the Compensation Committee of our Board.

Mr. Russler will continue his service as a Director until the conclusion of our Annual Meeting.

Jim Becker

Director

Mr. Becker, 55, joined our Board in June 2020. He is the founder and Chief Executive Officer of Becker Logistics, LLC which has experienced significant growth in its revenue during his tenure. He currently serves as a Chairman of Membership Committee for the Transportation Intermediaries Association where he also served as an At-Large Board Member for two terms from 2013-2019. Mr. Becker also serves as an Executive Advisory Committee Member for McLeod Software and is the creator of Jenna’s Foundation. In July 2021, Mr. Becker was appointed to the board of The Monroe Institute, a non-profit organization. Mr. Becker received a certificate in Mergers and Acquisitions from the University of Chicago Booth School of Business and attended Northwestern University for Leadership and Organizational Behaviorism.

Mr. Becker brings to our Board extensive leadership, with a focus on strategic market growth and expansion, and business process improvements and scaling. He currently serves on the Compensation Committee, the Corporate Governance and Nominating Committee, and the Audit Committee of our Board.

Mr. Becker will continue his service as a Director until the conclusion of our Annual Meeting.

Board Diversity Matrix

In compliance with Nasdaq Listing Rules 5605(f) and 5606, our Board has self-reported the diversity characteristics summarized in the Board Diversity Matrix table below. The information presented below is based on voluntary self-identification responses we received from each director. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Nasdaq Rule 5605(f)(2)(D) requires companies with boards of directors of five or few members to have at least one member of the board of directors who is “Diverse” (as that term is defined in Nasdaq Rule 5605(f)(1)). Nasdaq Rule 5605(f)(2)(C) requires smaller reporting companies to have at least two members of the board of directors who are Diverse, including one Diverse director who self-identifies as Female. We do not currently have a Diverse director as required by Nasdaq Rule 5605(f)(2)(D) and, upon election of the proposed slate of directors pursuant to this Election of Directors Proposal, will not have a Diverse director as required by Nasdaq Rule 5605(f)(2)(C).

The Corporate Governance and Nominating Committee is responsible for recommending nominees for Board membership to fill vacancies or newly created positions, and for recommending the persons to be nominated for election to the Board. In connection with the selection and nomination process, the Corporate Governance and Nominating Committee expects to review the desired experience, skills, diversity and other qualities to ensure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and our Board. Given our small size and technical and specialized industry, the Board has been unable to find diverse candidates willing to serve on the Board that possess the qualifications, experience and backgrounds sought. Despite these challenges, the Company remains committed to diversity and is seeking to identify potential new diverse candidates for Board membership. While the Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, we believe that it is desirable to have a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experience. Our Company and our Board greatly value the skills, experience and contributions of many diverse members of our team, including our Chief Financial Officer.

Director Independence and Financial Experts

The Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee charters require that each member meet: (i) all applicable criteria defining “independence” that may be prescribed from time to time under Nasdaq Listing Rule 5605(a)(2), Rule 10A-(3) under the Securities Exchange Act of 1934 and other related rules and listing standards and (ii) the criteria for a “non-employee director” within the meaning of Rule 16b-3 promulgated by the SEC under the Securities Exchange Act of 1934.

The Company’s Board also annually makes an affirmative determination that all such “independence” standards have been and continue to be met by the independent directors and members of each of the three committees, that each director qualifying as independent is neither an officer nor an employee of Astrotech or any of its subsidiaries nor an individual that has any relationship with Astrotech or any of its subsidiaries, or with management (either directly or as a partner, stockholder or officer of an entity that has such a relationship) which, in the Board’ opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, a director is presumptively considered not independent if:

The Board has determined each of the following directors and director nominees to be an “independent director” as such term is defined by Rule 5605(a)(2) of the Nasdaq Listing Rules: Daniel T. Russler, Jr., Tom Wilkinson, Jim Becker, Charles Winn, John Halinski, and Bob McFarland.

The Board has also determined that each member of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee during the past fiscal year and the proposed director nominees Charles Winn and John Halinski for the upcoming fiscal year meet the independence requirements applicable to those committees prescribed by Nasdaq and SEC rules.

Certain Relationships and Related Transactions

Not less than annually, the Board undertakes the review and approval of all related party transactions. Related party transactions include transactions valued at greater than $120,000 between the Company and any of the Company’s executive officers, directors, nominees for director, holders of greater than 5% of our capital stock, and any of such parties’ immediate family members. The purpose of this review is to ensure that such transactions, if any, were approved in accordance with our Code of Ethics and Business Conduct and for the purpose of determining whether any of such transactions impacted the independence of any such directors.

The following is a summary of transactions since July 1, 2022 to which Astrotech has been a party and in which the amount exceeded the lesser of $120,000 or one percent of the average of our total assets at year end, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or their immediate family members had or will have a direct or indirect material interest:

As previously reported, the Company held two secured promissory notes totaling $2.5 million with Mr. Thomas B. Pickens, III, the Company’s CEO and Chairman. The promissory notes originally matured on September 5, 2020; however, on August 24, 2020, the Company and Mr. Pickens agreed to extend the maturity date of the promissory notes to September 5, 2021. On September 3, 2021, the Company and Mr. Pickens further amended the promissory notes, whereby (i) one note was paid in full and cancelled with payment of the outstanding principal amount of $1.0 million plus accrued interest of $172,000 and (ii) the other note’s maturity date was extended to September 5, 2022 and the outstanding principal amount was reduced to $500,000 with payment of a principal amount of $1.0 million plus accrued interest of $330,000. On September 5, 2022, the remaining principal amount of $500,000 matured and was repaid in full plus accrued interest of $55,000.

The Company contracted with Jordan Dinwiddy for software development services as an independent contractor beginning in April 2021. Mr. Dinwiddy is the son-in-law of the Company’s CEO and Chairman, Mr. Pickens. Mr. Dinwiddy has received $137,160 from the Company between July 2022 and the date of this Proxy Statement for services provided as an independent contractor. Mr. Dinwiddy invoices the Company monthly based on hours worked. The relationship is ongoing, and the Company continues to receive software development services from Mr. Dinwiddy during fiscal year 2025.

There were no other transactions or series of similar transactions to which we were a party, and there is currently no other proposed transactions or series of similar transactions to which we will be a party, in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest.

Director or Officer Involvement in Certain Legal Proceedings

The Company’s directors and executive officers were not involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years.

Executive Officers and Key Employees of the Company Who Are Not Nominees

Set forth below is a summary of the background and business experience of the executive officers of the Company who are not also nominees of the Board:

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND PRINCIPAL STOCKHOLDERS

The following table sets forth as of October 17, 2024 certain information regarding the beneficial ownership of outstanding Common Stock held by (i) all persons who beneficially own more than 5% of the outstanding Common Stock of the Company, to the knowledge of the Company’s management, (ii) each current director, (iii) each named executive officer listed in the Summary Compensation Table and (iv) all current directors and executive officers as a group.

Unless otherwise described below, each of the persons listed in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned by each party.

EXECUTIVE COMPENSATION

The following discussion provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution stockholders not to apply these statements to other contexts.

The compensation program for our executive officers, as presented in the Summary Compensation Table below, is administered by our Board. The intent of our compensation program is to align our executives’ interests with those of our stockholders, while providing reasonable and competitive compensation.

The purpose of this Executive Compensation discussion is to provide information about the material elements of compensation that we pay or award to, or that is earned by: (i) the individuals who served as our principal executive officer during fiscal 2024; (ii) our two most highly compensated executive officers, other than the individuals who served as our principal executive officer, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of June 30, 2024, with compensation during fiscal year 2024 of $100,000 or more; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on June 30, 2024. We refer to these individuals as our named executive officers (“NEOs”). For 2024, our NEOs and the positions in which they served are listed below.

The following table and footnotes provide information on compensation for the services of our NEOs for fiscal year 2024 and, where required, fiscal year 2023.

Summary Compensation Table

Employment Agreements

The Company entered into an employment agreement with Mr. Pickens on October 6, 2008, which sets forth, among other things, Mr. Pickens’s minimum base salary, bonus opportunities, provisions with respect to certain payments, and other benefits upon termination of employment under certain circumstances such as without “Cause,” “Good Reason,” or in event of a “Change in Control” of the Company. Please see Potential Payments Upon Termination or Change in Control for a description of such provisions. Pursuant to the employment agreement between the Company and Mr. Pickens, his required minimum annual base salary is $360,000. He is eligible for short-term cash incentives, as are all employees of the Company. The employment agreement between the Company and Mr. Pickens was originally set to expire on October 6, 2010 and will continue to automatically renew for one year renewal terms each year unless 60 days’ prior notice is provided by Mr. Pickens or the Company. Mr. Pickens’s employment agreement includes confidentiality and non-disparagement provisions. No other NEO is party to an employment agreement.  

Regarding Ongoing Compensation of our NEOs

On March 17, 2021, the Compensation Committee approved a structure to establish a cash bonus and annual equity incentive grants for our CEO and CFO. The purpose of this structure is to provide for retention, encourage high levels of performance, align the interests of executives with stockholders, and reduce the uncertainty that existed in their compensation arrangements. The current structure is as follows:

* To be set annually at the beginning of each fiscal year.

** To be determined annually after the end of each fiscal year.

Cash Bonus Awards

The Compensation Committee awarded bonuses to our NEOs and employees for employment during fiscal year 2024, in recognition of individual performance. The cash bonuses awarded were paid in fiscal year 2025. Each NEO’s maximum bonus potential is outlined in the table above, subject to the Compensation Committee’s discretion. 

Long-Term Equity Compensation Awards

On May 26, 2021 (the “Effective Date”), at the 2020 annual meeting of stockholders, the stockholders of the Company voted to adopt the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). We also maintain the 2008 Stock Incentive Plan and the 2011 Stock Incentive Plan (together, the “Prior Plans”). Following the Effective Date, no further awards could be issued under the Prior Plans but all awards under the Prior Plans are outstanding as of the Effective Date continue to be governed by the terms, conditions, and procedures set forth in the Prior Plans and any applicable award agreement.

Summary of the 2021 Plan

The 2021 Omnibus Equity Incentive Plan permits the discretionary award of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and incentive awards.

Any employee or consultant of the Company (or its subsidiaries) or a director of the Company who, in the opinion of the Compensation Committee, is in a position to contribute to the growth, development, or financial success of the Company, is eligible to participate in the 2021 Plan. The 2021 Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of Common Stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards. No participant who is a director, but is not also an employee or consultant, of the Company shall receive awards under the 2021 Plan and be paid cash compensation during any calendar year that exceed, in the aggregate, $250,000 in total value (with cash compensation measured for this purpose at its value upon payment and any awards measured for this purpose at their grant date fair market value, as determined for the Company’s financial reporting purposes). 

The maximum number of shares of Common Stock reserved and available for issuance under the 2021 Plan will be equal to the sum of (i) 1,500,000 shares of Common Stock; (ii) the number of shares of Common Stock reserved, but unissued under the Prior Plans; (iii) the number of shares of Common Stock underlying forfeited awards under the Prior Plans; and (iv) an annual increase on the first day of each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the 2021 Plan, equal to the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis, which shall include shares of Common Stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of Common Stock, including without limitation, preferred stock, warrants or employee options to purchase any shares of Common Stock) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of Common Stock as determined by our Board; provided that shares of Common Stock issued under the 2021 Plan with respect to an Exempt Award will not count against the share limit. We use the term “Exempt Award” to mean (i) an award granted in the assumption of, or in substitution for, outstanding awards previously granted by another business entity acquired by us or any of our subsidiaries or with which we or any of our subsidiaries merge, or (ii) an award that a participant purchases at fair market value.

No more than 1,500,000 shares of Common Stock (as increased on an annual basis, on the first day each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, by the lesser of (A) five percent (5%) of the shares of Common Stock outstanding (on an as-converted basis, which shall include shares of Common Stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of Common Stock, including without limitation, preferred stock, warrants or employee options to purchase any shares of Common Stock) on the final day of the immediately preceding calendar year, (B) 1,500,000 shares of Common Stock, and (C) such lesser number of shares of Common Stock as determined by our Board) shall be issued pursuant to the exercise of incentive stock options. 

New shares reserved for issuance under the 2021 Plan may be authorized but unissued shares of Common Stock or shares of Common Stock that will have been or may be reacquired by us in the open market, in private transactions or otherwise. If any shares of Common Stock subject to an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of shares to the participant, the shares of Common Stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for awards under the 2021 Plan except that any shares of Common Stock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award will not again be available for awards under the 2021 Plan. If an award is denominated in shares of Common Stock, but settled in cash, the number of shares of Common Stock previously subject to the award will again be available for grants under the 2021 Plan. If an award can only be settled in cash, it will not be counted against the total number of shares of Common Stock available for grant under the 2021 Plan. However, upon the exercise of any award granted in tandem with any other awards, such related awards will be cancelled as to the number of shares as to which the award is exercised and such number of shares of Common Stock will no longer be available for grant under the 2021 Plan.

As exhibited by our responsible use of equity over the past several years and good corporate governance practices associated with equity and executive compensation practices in general, the stock reserved under the 2021 Plan will provide us with the platform needed for our continued growth, while managing program costs and share utilization levels within acceptable industry standards.

Equity Compensation Plan Information

The following table summarizes information, as of June 30, 2024, regarding our equity compensation plans pursuant to which grants of stock options, restricted stock, and other rights to acquire shares of the Company’s Common Stock may be granted from time to time.

Outstanding Equity Awards at the End of Fiscal Year 2024

The following table shows certain information about equity awards as of June 30, 2024:

The following table provides information with respect to the vesting of each NEO’s outstanding exercisable options:

401(k) Savings Plan

We maintain a tax-qualified retirement plan that provides eligible employees, including NEOs, with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions, if any, are deductible by the Company when made. The 401(k) plan does not promise any guaranteed minimum returns or above-market returns; the investment returns are dependent upon actual investment results. Accordingly, when determining annual compensation for executive officers, the Company does not consider the individuals’ retirement plan balances and payout projections.

Potential Payments Upon Termination or Change in Control

As noted above, the Company has entered into an employment agreement with Mr. Pickens that provides for payments and other benefits in connection with termination of his employment for a qualifying event or circumstance and for enhanced payments in connection with such termination after a Change in Control (as defined below). A description of the terms with respect to each of these types of terminations follows.

Termination other than after a Change in Control

The employment agreement provides for payments of certain payments and benefits upon the termination of the employment of Mr. Pickens. His rights upon termination of his employment depends upon the circumstances of the termination. For purposes of the employment agreement, Mr. Pickens’ employment may be terminated at any time by the Company upon any of the following:

Mr. Pickens may terminate his employment at any time upon any of the following:

In the event Mr. Pickens’ employment is terminated by the Company (other than for Cause) or due to his death or physical or mental disability or by Mr. Pickens with “Good Reason”, then he shall be eligible to receive (i) a cash lump sum payment equal one times the sum of (x) his highest base salary in effect at any time during the 12 month period before his termination, and (y) an amount, as determined by the Compensation Committee in its discretion, equal to between 0-50% of the annualized average of the annual bonuses paid or payable to Mr. Pickens for the three years immediately preceding the year in which his termination occurs; (ii) continuation of his group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended at the same cost charged to active employees for 12 months following his termination; and (iii) acceleration of the vesting of any equity awards outstanding at the time of his termination, and extension of the exerciser period for any stock options for the one year period after the termination date. Mr. Pickens must sign a release agreement in order to be eligible to receive any severance payments or benefits.

Termination after a Change in Control

A termination after a Change in Control is similar to the severance provisions described above, except that the base salary and annualized average bonuses payable to Mr. Pickens is increased to one and one-half times, rather than one times his base salary and annualized average bonuses if his employment is terminated within 12 months following a Change in Control. A Change in Control for this purpose is defined to mean (i) the acquisition by any person or entity of the beneficial ownership of securities representing 50% or more of the outstanding securities of the Company having the right under ordinary circumstances to vote at an election of the Board; (ii) the date on which the majority of the members of the Board consists of persons other than directors nominated by a majority of the directors on the Board at the time of their election; and (iii) the consummation of certain types of transactions, including mergers and the sale or other disposition of all, or substantially all, of the Company’s assets.

As with the severance provisions described above, the rights to which Mr. Pickens is entitled to under the Change in Control provisions upon a termination of employment are dependent on the circumstances of the termination. The definitions of Cause, Good Reason, and other reasons for termination are the same in this termination scenario as in a termination other than after a Change in Control.

DIRECTOR COMPENSATION

Overview

Astrotech’s director compensation program consists of cash-based as well as equity-based compensation. The equity component of Astrotech’s director compensation program is designed to build an ownership stake in the Company while conveying an incentive to directors relative to the returns recognized by our stockholders.

Cash-Based Compensation

Effective December 22, 2022, the Company’s directors, other than the Chairman of the Audit Committee, earn an annual cash stipend of $80,000. The Chairman of the Audit Committee earns an annual stipend of $88,500, recognizing the additional duties and responsibilities of this role. These stipends are generally paid on a quarterly basis.

All directors are reimbursed ordinary and reasonable expenses incurred in exercising their responsibilities in accordance with the Business Expense Reimbursement policy applicable to all employees of the Company.

Equity-Based Compensation

Prior to December 22, 2022, under provisions adopted by the Board, each non-employee director received 5,000 shares of restricted Common Stock issued upon his first election to the Board, subject discretion. Effective December 22, 2022, directors no longer receive equity base compensation annually. Stock awards, typically either stock options or restricted stock, are granted to the directors from time to time at the discretion of the Compensation Committee. Awards typically vest over three or five years. Granted stock options typically terminate in 10 years. Vested stock options do not expire upon termination of the director’s term on the Board.

Pension and Benefits

The non-employee directors are not eligible to participate in the Company’s benefits plans, including the 401(k) plan.

Indemnification Agreements

The Company is party to indemnification agreements with each of its directors and executive officers that require the Company to indemnify the directors and executive officers to the fullest extent permitted by Delaware state law. The Company’s Charter also requires the Company to indemnify both the directors and executive officers of the Company to the fullest extent permitted by Delaware state law.

Fiscal Year 2024 Non-Employee Director Compensation Table

The table below provides the compensation earned or paid in cash or stock awards to each non-employee director as of June 30, 2024.

PROPOSAL 2 – RATIFICATION OF INDEPENDENT AUDITOR

RBSM LLP has served as the Company’s independent registered public accounting firm since October 12, 2023.

With regards to this proposal, the Board is requesting the stockholders to ratify the appointment of RBSM LLP as the Company’s independent auditor for the fiscal year ending June 30, 2025.

Ratification Requirements and Governance

There is no requirement that the Company submit the appointment of independent auditors to stockholders for ratification or for the appointed auditors to be terminated if the ratification fails, but Astrotech believes that it is sound corporate governance to submit the matter to stockholder vote. The Sarbanes-Oxley Act of 2002 states the Audit Committee is solely responsible for the appointment, compensation, and oversight of the independent auditor. As such, the Audit Committee may consider the appointment of another independent registered public accounting firm if the stockholders choose not to ratify the appointment of RBSM LLP. Additionally, the Audit Committee may terminate the appointment of RBSM LLP as the Company’s independent registered public accounting firm without the approval of the stockholders whenever the Audit Committee deems such termination appropriate.

Independence

In making its recommendation to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025, the Audit Committee has considered all relationships with RBSM LLP and all services rendered by RBSM LLP that may impact its objectivity and independence. There have been no non-audit services provided by RBSM LLP, and the Audit Committee has determined them to be independent.

Annual Meeting Representation

Representatives of RBSM LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They are also expected to be available to respond to appropriate questions from the stockholders present at the Annual Meeting.

Audit Committee Pre-Approval

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of RBSM LLP, the Company’s independent registered public accounting firm. The Audit Committee’s charter requires the pre-approval of all audit and permissible non-audit services to be provided by independent auditors in order to assure that the provision of such services does not impair the auditor’s independence. The charter, as amended, provides for the general pre-approval of specific types of services and gives detailed guidance to management as to the specific audit, audit-related, and tax services that are eligible for general pre-approval. For both audit and non-audit pre-approvals, the Audit Committee will consider whether such services are consistent with applicable law and SEC rules and regulations concerning auditor independence.

The charter delegates to the Chairman of the Audit Committee the authority to grant certain specific pre-approvals, provided that the Chairman of the Audit Committee is required to report the granting of any pre-approvals to the Audit Committee at its next regularly scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve services performed by the independent auditors.

Requests for pre-approval of services must be detailed as to the particular services proposed to be provided and are to be submitted by the CFO. Each request generally must include a detailed description of the type and scope of services, a proposed staffing plan, a budget of the proposed fees for such services, and a general timetable for the performance of such services.

Change in Accounting Firm

On August 1, 2023, the Audit Committee of the Board of Directors of Astrotech Corporation was notified by Armanino LLP (“Armanino”) of its decision to resign as the Company’s independent registered public accounting firm as a result of Armanino’s determination to cease providing certain services to public companies. Armanino advised that it would continue to serve as the Company’s independent registered public accounting firm until the filing of the Company’s Form 10-K for the fiscal year ended June 30, 2023 that was filed on September 28, 2023. Armanino’s resignation was not recommended or approved by the Board of Directors of the Company or its Audit Committee and was initiated voluntarily by Armanino.

Armanino’s audit reports on the Company’s financial statements for the fiscal years ended June 30, 2022 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2022 and 2023 and through August 1, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Armanino, would have caused Armanino to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such years.

During the Company’s fiscal years ended June 30, 2022 and 2023 and through August 1, 2023, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Audit Fees

Audit fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, and for the review of the interim condensed consolidated financial statements included in quarterly reports, or services that are normally provided by the Company’s Independent Registered Accounting Firm in connection with statutory and regulatory filings or engagements and attest services. See the table below for the aggregate audit fees billed for professional services rendered by the Company’s Independent Registered Public Accounting Firms.

Audit-Related Fees

Audit-related fees consist of fees billed for due diligence, comfort letters, and consents related to equity offerings. There were no aggregate audit-related fees billed by RBSM LLP for the fiscal year 2024. The aggregate audit-related fees billed by Armanino for the fiscal year 2023 were $17,587.

Tax Fees

Tax fees consist of fees billed for tax compliance and preparation and other tax services. Tax compliance and preparation consist of fees billed for professional services related to federal, state, and local tax compliance and assistance with tax return preparation. Other tax services include preparing the income tax provision and tax footnote used in our annual audit.

All Other Fees

All other fees consist of fees billed for products and services provided other than Audit Fees, Audit-Related Fees and Tax Fees. There were no other fees billed by the Company’s Independent Registered Public Accounting Firms in fiscal years 2024 or 2023.

Vote Required for Approval of this Proposal

The ratification of the appointment of RBSM LLP as our independent registered public accounting firm for fiscal year 2025 requires the affirmative vote of a majority of the total number of votes cast at the Annual Meeting by the holders of shares of our Common Stock. As a result, abstentions, if any, will not affect the outcome of the vote on this proposal.

Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF RBSM LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2025.

PROPOSAL 3 – SAY-ON-PAY ADVISORY VOTE ON THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

General

Shareholders are being asked to approve on an advisory basis the compensation of our named executive officers required under Section 14A of the Securities Exchange Act of 1934, as amended, including the compensation tables and related material included in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives you, as a shareholder, the opportunity to express your reviews on our named executive officers’ compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our named executive officers described in this Proxy Statement.

As described under “Executive Compensation,” our executive compensation programs are designed to be competitive with those of other companies that compete for highly skilled technical employees and executives. Our performance-based compensation system is intended to include incentives for innovation and entrepreneurial spirit. The Compensation Committee oversees our executive compensation program, including the compensation of our named executive officers. All members of our Compensation Committee are independent directors within the meaning of NASDAQ listing standards.

The Compensation Committee strives to achieve our strategic objectives by designing our compensation program to offer competitive base compensation to attract and retain experienced, qualified executives while offering incentives to foster the innovation and entrepreneurial spirit necessary for executing our business strategy and rewards for successful achievement of performance goals. In designing our executive compensation program, we are guided by four principles:

Our Compensation Committee and our Board believe our overall process effectively implements our compensation philosophy and achieves our goals. Accordingly, we ask you to vote FOR the following resolution at our Annual Meeting:

“RESOLVED, that Astrotech Corporation’s shareholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant Section 14A of the Securities Exchange Act of 1934, as amended, including the compensation tables and related narrative discussion.”

Vote Required for Approval of this Proposal

This vote on the named executive officer’s compensation is advisory, and therefore will not be binding on the Company and will not affect, limit or augment any existing compensation or awards. However, we value our shareholders’ opinions and the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements. The approval, on a non-binding basis, of the named executive officer’s compensation requires the affirmative vote of a majority of the total number of votes cast at the Annual Meeting by the holders of shares of our Common Stock. As a result, abstentions, if any, will not affect the outcome of the vote on this proposal.

Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL.

REPORT OF THE AUDIT COMMITTEE

The Board has established an Audit Committee of independent directors which operates under a written charter adopted by the Board. The charter was last amended in February 2023. Astrotech’s management is responsible for establishing a system of internal controls and for preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. Astrotech’s independent auditors are responsible for auditing the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing their report based on that audit. Under the Audit Committee’s charter, the primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities as to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements and the Company’s Code of Business Conduct and Ethics, (iii) the independent auditors’ qualifications and independence, and (iv) the performance of the independent auditors. The Audit Committee is also directly responsible for selecting and evaluating the independent auditors, reviewing, with the independent auditors, the plans and scope of the audit engagement, and reviewing with the independent auditors their objectivity and independence.

Most members of the Audit Committee are not professional accountants or auditors and, in performing their oversight role, rely without independent verification on the information and representations provided to them by management and Astrotech’s independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis to certify that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with accounting principles generally accepted in the United States, or that Astrotech’s independent auditors are in fact “independent” for fiscal year 2024. The Board has determined that for fiscal year 2024, Tom Wilkinson, Daniel T. Russler, Jr., and Jim Becker were audit committee financial experts and such persons are independent as defined under the federal securities laws.

In connection with the preparation of the audited financial statements included in Astrotech’s annual report on Form 10-K for the year ended June 30, 2024:

Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended June 30, 2024 be included in Astrotech’s annual report on Form 10-K filed with the SEC.

This report is submitted by the Audit Committee of the Board.

The members of the Audit Committee are:

Tom Wilkinson (Chairman)
Daniel T. Russler, Jr.

Jim Becker

The foregoing Audit Committee Report shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the report by reference in any such document.

ADDITIONAL INFORMATION

Proxy Solicitation Expense

The Company will bear all expenses of the solicitation, including the cost of preparing and mailing the proxy materials. In addition to solicitation by mail, officers and employees of the Company, without receiving any additional compensation, may solicit proxies personally or by telephone or facsimile. For the Annual Meeting, the Company will engage Sodali & Co. (“Sodali”) to assist us with the solicitation of proxies and related services for a fee of approximately $10,000, plus reasonable out-of-pocket expenses. In addition, we have retained Sodali to request brokerage houses, banks, and other custodians or nominees holding stock in their names for others to forward proxy materials to their customers or principals who are the beneficial owners of shares and will reimburse them for their expenses in doing so. The Company does not anticipate that the costs and expenses incurred in connection with this proxy solicitation will exceed those normally expended for a proxy solicitation for those matters to be voted on in the Annual Meeting.

Deadline for Submission of Stockholder Proposals for Next Year’s Annual Meeting

Pursuant to Rule l4a-8 under the Exchange Act, in order for a stockholder proposal to be included in the Company’s proxy statement for its 2025 annual meeting, such proposal must be received at the Company’s principal executive offices at 2105 Donley Drive, Suite 100, Austin, Texas, 78758, Attn: Corporate Secretary, no later than June 26, 2025, and must comply with additional requirements established by the SEC. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. In addition, the Company’s Bylaws provide that any stockholder who would like to have a proposal considered at our 2025 annual meeting of stockholders must submit the proposal to the Secretary of the Company at the Company’s principal executive offices so that it is received by not earlier than the close of business on August 15, 2025, and not later than the close of business on September 14, 2025, unless the date of our 2025 annual meeting is more than 30 days before or more than 60 days after December 13, 2025, in which case the proposal must be received no later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Stockholders who intend to submit a proposal for nomination of persons for election to our Board or a proposal of business at the 2025 annual meeting (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) must follow the procedures prescribed in the Company’s Bylaws. No stockholder proposal was received for inclusion in this Proxy Statement.

Stockholders who intend to solicit proxies in support of stockholder proposals for director nominees other than our nominees must provide notice to the Secretary of the Company that sets forth the information required by Rule 14a-19 of the Exchange Act in accordance with and within the time period prescribed in the advance notice provisions of our Bylaws. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Discretionary Voting of Proxies on Other Matters

The Board knows of no matters to be presented at the Annual Meeting other than those described in this Proxy Statement. In the event that other business properly comes before the Annual Meeting, or any adjournments thereof, the persons named as proxies will have discretionary authority to vote the shares represented by the accompanying proxy in accordance with their own best judgment on such matters.

Householding of Proxy Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. In addition to furnishing proxy materials electronically, we take advantage of the “householding” rules to reduce the delivery cost of materials. If you are receiving these proxy materials by mail, this means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. However, stockholders who are receiving these proxy materials by mail and participate in householding will continue to receive separate proxy cards. The Company will promptly deliver a separate copy of proxy materials to you if you call or write us at the following address and telephone number: 2105 Donley Drive, Suite 100, Austin, Texas 78758, Attention: Secretary; telephone: (512) 485-9530. If you would prefer to receive separate copies of the Company’s annual report and proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above address or telephone number.