ASTROTECH Corp (ASTC): CEO Thomas B. Pickels, III compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
1 st Detect Corporation Transaction Incentive Bonus Plan
On October 13, 2026, the Board of Directors (the “Board”) of Astrotech Corporation (the “Company”) approved and adopted the 1 st Detect Corporation Transaction Incentive Bonus Plan (the “1 st Detect Bonus Plan”), relating to certain transactions involving 1 st Detect Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“1 st Detect”).
Under the 1 st Detect Bonus Plan, the Company will establish a bonus pool (the “Bonus Pool”), the size of which will be an amount equal to 20% of the actual aggregate fair market value of the proceeds to be received by 1 st Detect or the Company in connection with the closing of a Sale Transaction (as defined in the 1 st Detect Bonus Plan), as determined by the administrator in its sole discretion, (i) after repayment of any indebtedness, liabilities or capital lease obligations of 1 st Detect, if applicable, (ii) net of any fees associated with the Sale Transaction, including, without limitation, investment banking, accounting, consulting and attorney fees, and (iii) without making any adjustment for amounts to be paid under the 1 st Detect Bonus Plan (the “Transaction Value”). No Bonus Pool will be established under the 1 st Detect Bonus Plan unless the Transaction Value equals or exceeds $20 million. Awards made under the 1 st Detect Bonus Plan will be granted pursuant to the Form of Award Letter to the 1 st Detect Corporation Transaction Incentive Bonus Plan (the “1 st Detect Award Letter”), a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Certain key employees that have been selected by the administrator will be designated as participants and will be eligible to be paid a transaction bonus based on the respective employee’s individual allocations of the Bonus Pool. Any portion of the pool that is unallocated at the time of a Sale Transaction will be distributed to 1 st Detect or the Company, pursuant to the terms of the agreements governing the sale transaction; provided, however , that in connection with a Sale Transaction, Mr. Tom Wilkinson, a current director of the Company, to the extent he continues to be an independent director and a member of the administrator at such time, acting solely as the administrator, may instead award all or part of the unallocated portion of the Bonus Pool to Thomas B. Pickens, III, the Company’s Chief Executive Officer, subject to the terms and conditions in the 1 st Detect Bonus Plan. Transaction bonuses will be paid to each participant who is actively employed by 1 st Detect (or its successor), the Company or its affiliates on the applicable payment date. Each transaction bonus will be paid on or within 30 days after the date the Sale Transaction proceeds are received.
A participant’s eligibility for a transaction bonus will cease and be forfeited (i) if the participant’s employment terminates for any reason or (ii) if the participant fails to timely return a release.
The term of the 1 st Detect Bonus Plan commences on October 13, 2026 (the “Effective Date”) and will remain in effect until the date that is the earlier of (i) five years following the Effective Date or (ii) its termination in accordance with the terms of the 1 st Detect Bonus Plan.
The foregoing description of the 1 st Detect Bonus Plan and the 1 st Detect Award Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the 1 st Detect Bonus Plan and the 1 st Detect Award Letter, copies of which are filed as Exhibits 10.1 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein.
First Amendment to the Astrotech Corporation Transaction Bonus Plan
On October 13, 2026, the Board approved the First Amendment to the Transaction Bonus Plan (the “First Amendment”) to the Company’s Transaction Bonus Plan (the “Company Bonus Plan”) to remove the sale of major subsidiary from the definition of “Qualifying Transaction” (as defined in the Company Bonus Plan). Awards made under the Transaction Bonus Plan will be granted pursuant to the Form of Award Letter to the Astrotech Corporation Transaction Bonus Plan (the “Company Award Letter”), a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein.
The foregoing description of the First Amendment and the Company Award Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment and the Company Award Letter, copies of which are filed as Exhibits 10.2 and 10.4 to this Current Report on Form 8-K and are incorporated by reference herein.