PETMED EXPRESS INC

REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

The following Report of the Compensation and Human Capital Committee of our Board of Directors does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filings by us under the Securities Act, or the Exchange Act, except to the extent we specifically incorporate this Report by reference therein.

The primary purposes of our Compensation and Human Capital Committee of our Board of Directors, a committee which is comprised solely of independent directors, are to oversee the administration of the Company's compensation programs on behalf of our Board of Directors, to review the compensation of executive officers and directors, to prepare any report on executive compensation required by the rules and regulations of the SEC, and generally to provide assistance to the Board of Directors on compensation matters. The Compensation and Human Capital Committee reviewed and discussed the Compensation Discussion and Analysis with management and, based on that review and discussion, the Compensation and Human Capital Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K.

Compensation and Human Capital Committee of the Board of Directors

LEAH A. SOLIVAN, Chair

PETER BATUSHANSKY

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The Compensation and Human Capital Committee of our Board of Directors, composed entirely of independent directors, administers our executive compensation program. The role of the Compensation and Human Capital Committee is to oversee the administration of the Company's compensation and benefit plans and policies, to review the compensation of the executive officer(s) and directors, to administer our equity plans, to prepare any report on executive compensation required by the rules and regulations of the SEC, and generally to provide assistance to the Board of Directors on compensation matters.

The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures set forth elsewhere in this Annual Report on Form 10-K. Our named executive officers for the FY 2025 determined in accordance with SEC’s disclosure rules were Sandra Campos, who served as our Chief Executive Officer and President from April 29, 2024 until August 11, 2025 (“CEO”); Robyn D’Elia, who served as our Chief Financial Officer and Treasurer from September 11, 2024 until August 11, 2025 (“CFO”); Douglas Krulik, our interim Principal Financial Officer and current Chief Accounting Officer (“Interim CFO”); Mathew N. Hulett, who preceded Ms. Campos as our Chief Executive Officer and President ("Former CEO”); and Christine Chambers, who preceded Ms. D’Elia as our Chief Financial Officer, Treasurer and Secretary ("Former CFO”). We did not have any other executive officers during FY 2025.

As previously disclosed, during FY 2025, (1) we appointed Ms. Campos as our new Chief Executive Officer and President on April 29, 2024 and entered into an Employment Agreement with her (the “CEO Employment Agreement”); (2) we appointed Ms. D’Elia as our new Chief Financial Officer and Treasurer on September 11, 2024 and entered into an Employment Agreement with her (the “CFO Employment Agreement”); (3) we entered into a Transition and Separation Agreement with Mr. Hulett pursuant to which he resigned effective April 29, 2024; and (4) we entered into a Transition and Separation Agreement with Ms. Chambers pursuant to which she resigned in August 2024. In addition, on August 11,

2025, we entered into Separation Agreements with each of Ms. Campos (the “Campos Separation Agreement”) and Ms. D’Elia (the “D’Elia Separation Agreement”) in connection with their resignations on that date. See “Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers” for a discussion of these arrangements. On August 11, 2025, our Board appointed Leslie C.G. Campbell as our interim Chief Executive Officer and President. We also appointed Mr. Krulik as our interim Principal Financial Officer from August 19, 2024 until September 16, 2024 and again on August 11, 2025.

This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Compensation Philosophy

The objective of our compensation programs, as it has been in prior years, is to attract, reward and retain top talent. Our compensation plans are designed to motivate and reward employees for achievement of positive corporate results and also to promote and enforce accountability. In determining the compensation arrangement of our executives, we are guided by the following key principles:

•Attract and Retain Top Talent. Our compensation arrangements should be sufficient to allow us to attract, retain, and motivate executives with the necessary skills and talent to successfully manage our business. In order to attract, retain, and motivate such executives, we seek to compensate our executives at levels that are consistent with or more attractive than other available opportunities in the respective executive’s marketplace.

•Promote Corporate Performance Accountability. So that executive compensation is aligned with our business objectives and corporate performance, compensation is tied, in part, to financial performance of our business so that executives are held accountable through their compensation for contributions to our performance as a whole through the performance of the tasks for which they are responsible.

•Promote Individual Performance Accountability. So that executive officers who contribute to our operating and financial performance are rewarded and motivated, compensation is tied, in part, to the individual executive’s performance to encourage and reflect individual contributions to corporate performance. Individual performance, as well as performance of the Company, and responsibility areas that an individual oversees, are factors in assessing a particular individual’s performance.

•Align Shareholder Interests. Compensation is tied, in part, to our financial performance through the grant of long-term incentives under our equity plans, which help to align our executives’ interests with those of our shareholders.

Compensation Consultant: The Compensation and Human Capital Committee has authority to retain and terminate a compensation consultant to assist in the evaluation of our CEO or senior executive compensation. During fiscal 2025, the Compensation and Human Capital Committee consulted with Meridian Compensation Partners, LLC, a nationally recognized third-party compensation consulting firm regarding compensation practices and programs, as well as overall industry compensation trends and dynamics, and executive pay for our CEO, and other executives, as well as compensation for non-executive independent directors. The Compensation and Human Capital Committee has assessed the independence of the compensation consulting firm considering the factors set forth in applicable SEC rules and the Listing Rules of the NASDAQ Stock Market, LLC and has concluded no conflicts of interest were raised by the work performed by the compensation consultant.

The Compensation and Human Capital Committee believes that our compensation programs should include short-term and long-term components, including cash and equity-based compensation, and should reward performance as measured against established goals. The Compensation and Human Capital Committee considers the total current and potential long-term compensation of each of our executive officers in establishing each element of compensation. The Compensation and Human Capital Committee reviews and recommends to the full Board of Directors the total compensation to be paid to our CEO, each year. The Compensation and Human Capital Committee reviews and recommends to the full Board of Directors on an annual basis the long-term incentives to be awarded to other executive officers and key employees. As part of this process, the Compensation and Human Capital Committee reviews benchmarking of the aggregate level of executive compensation, as well as the mix of elements used to compensate the executive officers. In addition, the Compensation and Human Capital Committee has historically taken into account publicly available data relating to the compensation practices and policies of other companies within and outside our industry.

While benchmarking may not always be appropriate as a stand-alone tool for setting compensation due to the aspects of our business and objectives that may be unique to us, the Compensation and Human Capital Committee generally believes that gathering this information is an important part of our compensation-related decision-making process. At the request of the Compensation and Human Capital Committee, a compensation benchmarking analysis had been conducted to assist in the determination of appropriate executive compensation for fiscal years including 2023, 2024 and 2025. The information gathered about the peer companies was as follows: industry, market capitalization, annual revenue, and annual earnings per share. The specific mix of elements of compensation that were benchmarked included: annual salary, bonuses, and stock-based compensation (which included stock options, restricted stock and restricted stock units). Averages of each of the above categories were calculated. Our Company’s data was then compared to the averages of the comparable companies’ data.

The peer group for FY 2025 included the following sixteen (16) companies:

The criteria used to determine the peer group included a multi-factor screen to identify companies that most closely align with PetMed Express, Inc. based on size, complexity, industry and operational attributes. Company size analysis included consideration of peers with revenue and market capitalization within a range of approximately 1/3x to 3x that of PetMed Express, Inc.

The CEO evaluates the performance of the other executive officer and key employees on an annual basis and makes recommendations to the Compensation and Human Capital Committee with respect to equity award grants pursuant to the Company’s equity plans.

Application of our Philosophy

Our executive compensation program aims to encourage our management team to continually pursue our strategic opportunities while effectively managing the risks and challenges inherent to our business. In FY 2025 we maintained an executive compensation program which included a short-term component (annual cash compensation), specifically, base salary and bonus opportunity, and a long-term component, specifically, restricted stock units and performance stock units.

We believe that these components are appropriate to provide incentives to our senior management and reward them for achieving the following goals:

•develop a culture that embodies a passion for our Company, creative contribution, and a drive to achieve established goals and objectives;

•provide leadership to our Company in such a way as to maximize the results of our business operations;

•lead us by demonstrating forward thinking in the operation, development, and expansion of our Company;

•effectively manage organizational resources to derive the greatest value possible from each dollar invested; and

•take strategic advantage of the market opportunity to expand and grow our business.

Our executive compensation structure aims not only to compensate top talent at levels that our Board of Directors believes are consistent with or more attractive than other opportunities in an executive’s marketplace, but also to be fair relative to compensation paid to other professionals within our organization, relative to our short- and long-term performance results and relative to the value we deliver to our shareholders. We seek to maintain a performance-oriented culture with a compensation approach that rewards our executive officers when we achieve our goals and objectives, while putting at risk an appropriate portion of their compensation against the possibility that our goals and objectives may not be achieved. Overall, our approach is designed to relate the compensation of our executive officers to: the achievement of short- and long-term goals and objectives; their willingness to challenge and improve existing policies and structures; and their capability to take advantage of unique opportunities and overcome difficult challenges within our business.

Components of our Executive Compensation Program

Annual Cash Compensation - Base Salary

The purpose of base salary is to create a secure base of cash compensation for executives that is competitive with the market. Executives’ salary levels and any increases are based upon a number of considerations, including the individual’s tenure in the role, peer group data, the individual’s current and sustained performance results and the methods utilized to achieve such results, and non-financial performance indicators to include strategic developments for which an executive has responsibility and managerial performance. The Compensation and Human Capital Committee exercises discretion in making salary decisions taking into account, among other things, each executive’s performance goals and the Company’s overall performance.

Annual Incentive Plan

In FY 2025, upon the recommendation of the Compensation and Human Capital Committee, our Board of Directors adopted an Annual Incentive Plan, or AIP, that was designed to reward our CEO and CFO with a cash bonus for meeting or exceeding financial and other performance goals during a fiscal year. Our other employees were not eligible for an annual bonus for FY 2025. Under the AIP, we established a target bonus opportunity for both of our CEO and CFO for FY 2025 that was equal to the percentage of the executive’s base salary that he or she would receive as a cash bonus if the AIP performance goals were achieved at target. However, the actual bonus received could have been higher or lower depending on the Company’s level of achievement of the AIP financial performance goals. For FY 2025, our Board of Directors, upon the recommendation of the Compensation and Human Capital Committee, established a bonus target opportunity of 100% of base salary for our CEO and 75% of base salary for our CFO, with payout amounts being weighted 60% on achievement of a pre-established revenue target and 40% on achievement of a pre-established adjusted EBITDA target. The lowest threshold bonus amount for our CEO and CFO was 50% of the target bonus (i.e., any achievement of payout metrics below that required to generate a 50% bonus payout yielded 0% bonus payout), and the maximum bonus amount was 200% of target for our CEO and 150% of target for our CFO. The Board and the Compensation and Human Capital Committee based these potential AIP amounts on peer company data, prior performance by the executive, tenure and role of the executive, and in arriving at these target bonus opportunity percentages, the Board drew upon the individual knowledge and experience of the Board and committee members with respect to executive pay decisions, and advise from our external compensation advisor.

The performance goals and actual achievement for FY 2025 under the AIP were as follows:

In FY 2025, we also paid Ms. Chambers a discretionary “spot bonus” of $10,000 in recognition of her efforts on behalf of our company.

Long-Term Incentive Compensation

Long-Term Incentives. For FY 2025, our long-term incentives for our named executive officers consisted of restricted stock units and performance stock units.

Our long-term incentives for FY 2025 were granted under our Board- and shareholder-approved 2022 Employee Plan prior to our 2024 annual meeting of shareholders and under our Board- and shareholder-approved 2024 Omnibus Incentive Plan after such annual meeting, except that Ms. D’Elia’s initial equity grant described below was granted under our 2024 Inducement Incentive Plan.

The purposes of the 2022 Employee Plan and the 2024 Omnibus Incentive Plan include promoting the interests of the Company by securing and retaining employees of outstanding ability and providing additional motivation to such employees to exert their best efforts on behalf of the Company. The Company expects that it will benefit from the added commitment that such employees will have to the welfare of the Company as a result of their ownership or increased ownership of the Company's common stock. All full-time employees were eligible to receive awards under the 2022 Employee Plan and the 2024 Omnibus Incentive Plan. Beginning in FY 2024 and FY 2025, we commenced the grant of annual restricted stock units and performance stock units under the 2022 Employee Plan and the 2024 Omnibus Incentive Plan.

Fiscal Year 2025 Long-Term Incentives.

In connection with Ms. Campos’ appointment as our Chief Executive Officer and President on April 29, 2024 and pursuant to the CEO Employment Agreement, Ms. Campos became entitled to equity grants as follows: On April 29, 2024, Ms. Campos received a grant of 483,092 restricted stock units that will vest in one-third increments on each of the first three anniversaries of the grant date. She is also entitled to annual grants of restricted stock units and performance stock units having an aggregate value per grant of $750,000 for the annual restricted stock unit grant and $750,000 for the annual performance stock unit grant, with such value being calculated based on the closing price of the Company’s common stock on the date of grant but subject to a floor of $4.00 per share. Ms. Campos received her first such annual grant in January 2025. The impact of the Campos Separation Agreement on her long-term incentive awards is described below under ““Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.”

In connection with Ms. D’Elia’s appointment as our Chief Financial Officer on September 11, 2024 and pursuant to the CFO Employment Agreement, Ms. D’Elia became entitled to equity grants as follows: On September 16, 2024, Ms. D’Elia received a grant of 250,000 restricted stock units that will vest in one-third increments on each of the first three anniversaries of the grant date. For future fiscal years, she will be entitled to annual grants of a number of restricted stock units equal to $240,000 divided by the higher of (1) the closing price of our common stock on the date of grant and (2) $4.00 (the “Reference Price”) and a number of performance stock units equal to $360,000 divided by the Reference Price. The impact of the D’Elia Separation Agreement on her long-term incentive awards is described below under ““Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.”

In connection with his entry into an offer letter setting forth the terms and conditions of his employment as our Chief Accounting Officer, Mr. Krulik received an initial equity award in respect of FY 2025 consisting of an award of 40,000 restricted stock units. The restricted stock units will vest in equal one-third increments on each of the first three anniversaries of the grant date. The amount and form of Mr. Krulik’s long-term incentive was determined based on Mr. Krulik’s tenure and role.

For FY 2025, the Compensation and Human Capital Committee did not grant any additional equity-based awards to Mr. Hulett. The Compensation and Human Capital Committee recommended a grant to Ms. Chambers of 74,850 restricted stock units vesting ratably over three years. The Compensation and Human Capital Committee determined this amount and terms based on review of peer group data, performance factors, the tenure and role of Ms. Chambers, and the individual experience and knowledge of the members of the committee with respect to executive compensation matters. Ms. Chambers forfeited 37,425 of the restricted stock units in connection with her termination of employment in August 2024.

Perquisites and Other Compensation Benefits

Consistent with our compensation philosophy, we intend to continue to maintain benefits for our executive officers, which are also generally available to employees, including life and health (medical, dental, and vision) insurance, medical and dependent care flexible spending accounts, paid time off, and 401(k) matching contributions. In general, we do not view perquisites as a significant component of our executive compensation structure; however, the Compensation and Human Capital Committee in its discretion may revise, amend, or add to officers’ executive benefits.

During FY 2025, we provided no executive-only perquisites or other personal benefits to our named executive officers other than paying the employee responsible portion of health insurance.

Stock Ownership Guidelines

In order to encourage ownership by our named executive officers and non-employee directors to have an equity interest as owners of the Company, our Board of Directors has adopted minimum stock ownership guidelines for our named executive officers and non-employee members of our Board of Directors (collectively, "Covered Persons”). These stock ownership guidelines are intended to align the financial interests of the Covered Persons with our shareholders by requiring them to acquire and maintain a meaningful ownership interest in our common stock at levels sufficient to assure our shareholders of their commitment to long-term value creation. Under our stock ownership guidelines, Covered Persons are required to acquire and hold shares of our common stock with a value at least equal to the following multiple of their annual base salary or Board cash retainer, as applicable, as follows:

•CEO - five times annual base salary;

•other named executive officers - two times annual base salary; and

•non-employee members of Board of Directors - five times annual Board cash retainer.

Covered Persons have five years from the effective date of the stock ownership guidelines or, if later, from commencement of service as a Covered Person to achieve compliance with the applicable guideline. Thereafter, compliance is assessed annually on March 31st of each year. Once the ownership requirement is met, the ownership guideline will automatically be converted from a multiple of base salary or Board cash retainer, as applicable, to the total number of shares required for that individual to meet the ownership guideline, and the Covered Person must continue to hold at least that number of shares until leaving his or her position with the Company. The value of shares and share equivalents is determined using the 30-day average closing trading price of our common stock prior to the applicable measurement date. Until the Covered Person satisfies the ownership requirement, he or she is required to hold 100% of the net shares acquired thereafter as a result of the exercise, vesting or settlement of any equity award received from the Company. The Board of Directors may waive or change the holding requirements in the case of extraordinary circumstances to be determined by the Board of Directors in its sole discretion. From time to time the Board of Directors will consider and may reset the level of common stock ownership that it considers appropriate for the guideline.

As of March 31, 2025 and as of the date of this Annual Report on Forn 10-K, all of our then-serving named executive officers and non-employee directors either met the applicable ownership threshold or were within the permitted time period to attain the required ownership.

Executive Compensation Recovery Policy (Clawback)

Accountability is a fundamental value of the Company. To reinforce this value through our executive compensation program, our executive officers and members of our senior leadership team (“Covered Officer(s)”) are subject to a strong ‘no fault’ Executive Compensation Recovery Policy (“Clawback Policy”). In accordance with the terms of our Clawback Policy, our Compensation and Human Capital Committee, which oversees and administers the Clawback Policy, will seek to recover certain excess incentive based compensation in the event of an accounting Restatement, as defined under and pursuant to the recently approved incentive-based compensation recovery provisions of Section 10D of the Exchange Act and the Nasdaq listing rules. Our Compensation and Human Capital Committee may also seek recovery of any incentive compensation awarded during a period where a Covered Officer (i) committed a significant legal or compliance violation, irrespective of whether such violation occurred in connection with a restatement (“Misconduct”) or (ii) was aware of or willfully blind to Misconduct that occurred in an area over which the Covered Officer had supervisory authority. This summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to such policy, which has been filed as Exhibit 97.1 to our 2025 Annual Report on Form 10-K.

Anti-Hedging and Anti-Pledging Policies

The Board believes that it is important to align the interests of the Company’s directors and executive officers with those of the Company’s shareholders and considers it inappropriate for directors and executive officers of the Company to engage in speculative transactions in the Company’s securities. Our Policy Regarding Insider Trading prohibits our directors, officers, and employees from entering into any transaction designed to hedge or having the effect of hedging (including derivative transactions) the economic risk of owning the Company’s securities. Examples of transactions that fall within this prohibition include trading in options, puts, calls and other similar instruments related to Company securities. In addition, directors, officers, and employees of the Company are prohibited from engaging in short sales (i.e., selling securities the directors, officers and employees of the Company do not own) of Company securities. Regardless of any other provision of this Company policy, the prohibitions set forth therein are not eligible for the granting of an exception.

Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise not permitted to trade in the Company’s securities, directors, officers, and employees of the Company are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

During FY 2025, we did not grant stock options or similar awards having option-like features (“similar awards”) as part of our equity compensation programs. If we grant stock options or similar awards in the future, we anticipate that ourpolicy will be not to grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. In addition, we do not anticipate granting stock options or similar awards during periods in which there is material nonpublic information about our company, including during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy. To the contrary, we anticipate that our Board of Directors would grant any stock options or similar awards on apredetermined schedule without taking into account material nonpublic information in determining either the time or terms of such awards. Our executive officers will not be permitted to choose the grant date for their individual stock option grants, if any are granted. We havenot timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Privacy and Cybersecurity (Governance Practices)

We have an enterprise-wide information security program designed to assess, identify, and manage the Company’s information security risks and identify, evaluate, respond to and resolve information security incidents. To protect our information systems from information security incidents, we use various processes and tools to identify, prevent, detect, escalate, investigate, resolve and recover from identified vulnerabilities and threats. These include, but are not limited to, reporting, monitoring and detection tools that are widely used in the industry, and internal solutions. We have an enterprise-wide Incident Response Policy and Incident Response Procedure, which is regularly reviewed and updated, that outlines the various points and detailed processes and procedures to be followed when a suspected incident is identified.

The Company’s Board of Directors, as a whole, has oversight responsibility for our strategic and operational risks. The Audit Committee of the Board is responsible for board-level oversight of cybersecurity risk, and the Audit Committee regularly reports risks and compliance actions to the Board. As part of its’ oversight role, the Audit Committee receives reports about the Company’s strategy, programs, incidents and threats, and other developments and action items. These action items include receiving updates on the status of remediation efforts for any non-compliance or risk items related to cybersecurity regularly throughout the year, including through periodic updates from management.

FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

The following table sets forth certain summary information concerning compensation paid or accrued by the Company to or on behalf of the Company’s FY 2025 named executive officers, who were the CEO, the CFO, our Chief Accounting Officer, the Former CEO and the Former CFO ("Named Executive Officers”) for the fiscal years ended March 31, 2025,

2024, and 2023, to the extent they were Named Executive Officers during such fiscal years. We did not have any other executive officers during FY 2025.

(1)Ms. Campos served as our Chief Executive Officer from April 29, 2024, when she succeeded Mr. Hulett, who served as our chief executive officer and president from August 30, 2021 until April 29, 2024, until her resignation on August 11, 2025. The amount disclosed in the “Salary” column for Ms. Campos includes $8,400 in cash retainer compensation for her service as a non-employee director prior to her appointment as our Chief Executive Officer.

(2)Ms. D’Elia served as our Chief Financial Officer from September 11, 2024, assuming the duties of principal financial officer effective September 16, 2024, until her resignation on August 11, 2025. She succeeded Mr. Krulik in the role of principal financial officer, which role he assumed on an interim basis effective August 19, 2024 following the mutually agreed termination of Ms. Chambers’ employment as our Chief Financial Officer in August 2024. Mr. Krulik was again appointed our interim principal financial officer on August 11, 2025.

(3)The amounts reported in the Bonus column (column (d)) reflect (i) a sign-on bonus paid to Ms. Campos, and (ii) a spot bonus paid to Ms. Chambers during FY 2025 and (ii) a sign-on bonus Ms. Chambers was paid during FY 2023.

(4)The amounts reported in the Stock Awards column (column (e)) for FY 2025 reflect the grant date fair value associated with restricted stock unit or performance stock unit awards, as applicable, under the 2022 Employee Plan, the 2024 Omnibus Incentive Plan or the 2024 Inducement Incentive Plan, calculated in accordance with the provisions of the ASC Topic 718 (Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation). Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 12 to the financial statements. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. All of the awards made to our Named Executive Officers during FY 2025 were time-vesting restricted stock units vesting ratably over three years except that Ms. Campos also was granted 146,772 performance stock units that would be earned if applicable performance goals were achieved. The grant date fair value of the performance stock units included in the table above is based on the probable outcome of the performance goals using a Monte Carlo simulation method. The grant date fair value of the performance stock units assuming the achievement of the maximum level of performance goals was $510,000.

(5)The amount reported for FY 2025 in the All Other Compensation column (column (i)) reflects payments related to health insurance coverage.

The Company cautions that the amounts reported in the Fiscal Year 2025 Summary Compensation Table for Stock Awards (column (e)) reflect the grant date fair value and may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s actual operating performance, stock price fluctuations, and the Named Executive Officer’s continued employment, and for performance based shares, the achievement of performance criteria. Additional information on all outstanding stock awards as of March 31, 2025 is reflected in the Fiscal 2025 Outstanding Equity Awards at Year-End table below.

FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

The following table supplements the disclosure in the Fiscal Year 2025 Summary Compensation Table with respect to plan-based awards made to the Named Executive Officers in fiscal 2025. Mr. Hulett did not receive any plan-based awards in fiscal 2025.

(1)Represents target and maximum potential bonuses under the AIP for FY 2025. No bonuses were paid or earned for FY 2025.

(2)For FY 2025, in addition to time-vesting restricted stock units, Ms. Campos was granted 146,772 performance stock units that would be earned if predetermined levels of our total shareholder return relative to the S&P 600 Specialty Retail Index were achieved over a three-year performance period ending on December 31, 2027. This award was granted under the 2024 Omnibus Incentive Plan.

(3)Ms. D’Elia’s restricted stock units were granted under the 2024 Inducement Incentive Plan.

FISCAL 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

The following table sets forth certain information regarding equity-based awards held by our Named Executive Officers as of March 31, 2025, which consist of awards of restricted stock, restricted stock units, and performance stock units. Following the end of FY2025, we entered into Separation Agreements with Ms. Campos and Ms. D’Elia that altered the treatment of their outstanding equity awards, as described under The impact of the Campos Separation Agreement on her long-term incentive awards is described below under ““Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.”

(1)Includes a grant of 483,092 restricted stock units on April 29, 2024 with a vesting schedule of one third on each of the first three anniversaries of the grant date, a grant of 146,772 restricted stock units on January 15, 2025 with a vesting schedule of one third on each of the first three anniversaries of the grant date, 2,500 restricted stock units that will vest on August 3, 2025, 2,500 restricted stock units that will vest on August 3, 2026, 541 restricted stock vesting on May 17, 2025, and 541 restricted stock vesting on May 17, 2026 .

(2)These performance stock units were granted on January 15, 2025. They will be earned if predetermined levels of our total shareholder return relative to the S&P 600 Specialty Retail Index are achieved over a three-year performance period ending on December 31, 2027.

(3)Consists of a grant of restricted stock units on September 27, 2024 that will vest one third on each of the first three anniversaries of the grant date.

(4)Consists of a grant of restricted stock units on September 27, 2024 that will vest one third on each of the first three anniversaries of the grant date.

The amounts reported in the Market Value of Shares or Units of Stock That Have Not Vested column (column (h)) were determined by multiplying the number of shares of common stock, as applicable, by $4.19, the closing price of common stock on March 31, 2025. The Company cautions that the amounts reported in the 2025 Grants of Plan-Based Awards table and the Fiscal 2025 Outstanding Equity Awards at Year-End table for these stock awards reflect the grant date fair value and market value at March 31, 2025, and may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s actual operating performance, stock price fluctuations, and the Named Executive Officer’s continued employment.

FISCAL 2025 OPTION EXERCISES AND STOCK VESTED

The following table sets forth certain information regarding delivery of stock upon the release of restrictions on restricted stock by each of our Named Executive Officers listed in the Fiscal Year 2025 Summary Compensation Table, during fiscal 2025.

The value realized on the vesting of restricted stock for Ms. Campos was determined by multiplying the 541 shares acquired on vesting by $4.58 the closing price of the common stock at the vesting date, on May 17, 2024 plus multiplying the 2,500 shares acquired on vesting by $3.67 the closing price of the common stock at the vesting date, on August 3, 2024.

Fiscal 2025 Pension Benefits and Deferred Compensation

The Company does not provide pension benefits and the Company does not have provisions for deferred compensation.

Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers

Sandra Y. Campos, Chief Executive Officer and President

On April 29, 2024, the Company entered into an employment agreement with Ms. Campos to serve as the Company’s Chief Executive Officer and President. The employment agreement provided for an initial employment term of three years and for automatic renewal for successive one year terms thereafter unless either party were to provide notice of non renewal at least 60 days prior to the end of the then-current term. As provided in the employment agreement, Ms. Campos would serve the Company on a full-time basis and will receive an annual base salary of $550,000, which could be increased in the discretion of the Board (but could not be decreased other than as part of a proportionate reduction in management salaries and wages applicable to all senior management). Ms. Campos received a signing bonus of $120,000, which was subject to repayment if Ms. Campos left the Company within one year under circumstances detailed in the employment agreement. Ms. Campos was also entitled to receive customary expense reimbursement (in accordance with the Company’s standard policies) and the medical, health, and other benefits provided to Company employees generally, including participation in the Company’s 401(k) plan, on the same basis as other employees generally. The employment agreement provided that Ms. Campos would be eligible to receive an annual performance bonus based on annual performance goals determined by the Board, with a target annual bonus of 100% of Ms. Campos’ base salary and a maximum bonus of 200% of base salary. The agreement included customary restrictive covenants, including confidentiality and non-solicitation covenants and a one-year post-employment non-compete restriction.

Under the employment agreement, Ms. Campos was entitled to equity grants under the Company’s current or future equity plan, as follows: on April 29, 2024, Ms. Campos received a grant of restricted stock units (“RSUs”) under the Company’s 2022 Employee Plan for 483,092 shares (RSUs equal to $2.0 million divided by the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant). Such RSUs were scheduled to vest in one-third increments on each of the first three anniversaries of the date of grant so long as Ms. Campos continued to be employed by the Company on each vesting date, and such RSUs otherwise contained the standard provisions for RSU grants by the Company. Thereafter, Ms. Campos was entitled to annual grants of RSUs and performance stock units (“PSUs”) having an aggregate value per grant of $750,000 for the annual RSU grant and $750,000 for the annual PSU grant, with such value being calculated based on the closing price of the Company’s common stock on the date of grant but subject to a floor of $4.00 per share. The RSUs included in any such annual grants would vest in the same manner as the initial RSU grant, and the PSUs would have a 3-year performance period and such performance goals and other terms determined by the Board.

The employment agreement provided that Ms. Campos’ employment could be terminated by either the Company or Ms. Campos at any time prior to the scheduled expiration date of the agreement, subject to notice requirements and subject to certain potential severance payment obligations based on the nature of the termination. Specifically, Ms. Campos’ employment could be terminated by the Company with or without “Cause” (as defined in the employment agreement) or by Ms. Campos with or without “Good Reason” (as defined in the employment agreement). “Cause” was customarily defined to include a material breach of the employment agreement, commission of a felony, and certain types of dishonesty and misconduct, all as more particularly defined in the employment agreement. “Good Reason” included certain material adverse changes in Ms. Campos’ duties, responsibilities, functions or title with the Company or a material breach of the employment agreement by the Company, as more particularly defined in the employment agreement.

In the event that the Company were to terminate Ms. Campos’ employment without Cause or determines not to renew the employment agreement upon expiration, or Ms. Campos were to resign for Good Reason in the manner described or required in the employment agreement, the agreement provided that Ms. Campos would be entitled to receive, contingent on Ms. Campos delivering a general release of claims to the Company, severance compensation in the form of continuation of her base salary in effect at the time of termination, as well as reimbursement for COBRA premiums, for a period of 12 months after termination. If such termination of employment occurred during the 12-month period following a “Change of Control” (as defined in the employment agreement), then Ms. Campos would have been entitled to receive, contingent on delivery of a general release to the Company, severance compensation in the form of continuation of her base salary in effect at the time of termination for a period of 24 months, as well as reimbursement for COBRA premiums for a period of 18 months, after termination, and she would also have been entitled to receive a pro rata amount of her target bonus for the year of termination, accelerated vesting of all unvested RSUs then held by her, and vesting of unvested PSUs then held by her in the manner specified in the employment agreement.

On August 11, 2025, in connection with Ms. Campos’s resignation, she entered into the Campos Separation Agreement with the Company. Under the terms of the Campos Separation Agreement, in exchange for the execution by Ms. Campos of a general release and waiver of claims against the Company and an agreement to provide the Company with consulting services for a period of 3 months on an as-needed basis, the Company will pay Ms. Campos severance compensation in the form of the continuation of her annual base salary of $550,000 for a period of 13 months and reimbursement of COBRA premiums for 18 months. The Campos Separation Agreement also provides that the Company will, to the extent not already vested, accelerate the vesting of a pro-rata portion of the restricted stock units previously awarded to her (calculated based on the number of days during the full vesting period of each such award during which Ms. Campos was employed by the Company). All other restricted stock units and performance stock units will be forfeited. The Campos Separation Agreement provides that Ms. Campos’ employment agreement with the Company was terminated effective immediately, subject to continuation of certain covenants (including restrictive covenants) by Ms. Campos.

Robyn D’Elia, Chief Financial Officer

The CFO Employment Agreement provided for an employment term of three years. As provided in the Employment Agreement, Ms. D’Elia was to serve the Company on a full-time basis and receive an annual base salary of $425,000, which could be increased in the discretion of the Board (but could not be decreased other than as part of a proportionate reduction in management salaries and wages applicable to all senior management). Ms. D’Elia was also entitled to receive customary expense reimbursement (in accordance with the Company’s standard policies) and the medical, health, and other benefits provided to Company employees generally, including participation in the Company’s 401(k) plan on the same basis as other employees generally. The CFO Employment Agreement provided that Ms. D’Elia was eligible to receive an annual performance bonus based on annual performance goals determined by the Board, with a target annual bonus of 75% of Ms. D’Elia’s base salary and a maximum bonus of 150% of base salary, pro rated for the Company’s fiscal year ending March 31, 2025. The agreement included customary restrictive covenants, including confidentiality and non-solicitation covenants and a one-year post-employment non-compete restriction.

Under the CFO Employment Agreement, Ms. D’Elia was entitled to equity grants under the Company’s current or future equity plans, as follows: On September 27, 2024, Ms. D’Elia received a grant of RSUs equal to $1.0 million divided by the Reference Price. Such RSUs would vest in one-third increments on each of the first three anniversaries of the date of grant so long as Ms. D’Elia continued to be employed by the Company on each vesting date, and such RSUs otherwise contained the standard provisions for RSU grants by the Company. Thereafter, Ms. D’Elia was entitled to annual grants of RSUs and PSUs consisting of a number of RSUs equal to $240,000 divided by the Reference Price and a number of PSUs equal to $360,000 divided by the Reference Price. The RSUs included in any such annual grants would vest in the same manner as the initial RSU grant, and the PSUs would vest if the PSU performance goals as determined by the Board were achieved, and would be earned over a three-year performance period.

The CFO Employment Agreement provided that Ms. D’Elia’s employment could be terminated by either the Company or Ms. D’Elia at any time prior to the scheduled expiration date of the agreement, subject to notice requirements and subject to certain potential severance payment obligations based on the nature of the termination. Specifically, Ms. D’Elia’s employment could be terminated by the Company with or without “Cause” (as defined in the CFO Employment Agreement) or by Ms. D’Elia with or without “Good Reason” (as defined in the CFO Employment Agreement). “Cause” was customarily defined to include a material breach of the CFO Employment Agreement, commission of a felony, and certain types of dishonesty and misconduct, all as more particularly defined in the CFO Employment Agreement. “Good Reason” included certain material adverse changes in Ms. D’Elia’s duties, responsibilities, functions or title with the Company or a material breach of the CFO Employment Agreement by the Company, as more particularly defined in the CFO Employment Agreement.

In the event that the Company were to terminate Ms. D’Elia’s employment without Cause, or Ms. D’Elia were to resign for Good Reason in the manner described or required in the CFO Employment Agreement, the CFO Employment Agreement provided that Ms. D’Elia would be entitled to receive, contingent on Ms. D’Elia delivering a general release of claims to the Company, severance compensation in the form of continuation of her base salary in effect at the time of termination, as well as reimbursement for COBRA premiums, for a period of 12 months after termination, she would also be eligible for a pro rata cash payment based on the achievement of performance goals related to her annual bonus opportunity as determined by the Board, and vesting of unvested RSUs and PSUs then held by her in the manner specified in the CFO Employment Agreement. If such termination of employment were to occur during the 12-month period following a “Change of Control” (as defined in the CFO Employment Agreement), then Ms. D’Elia would have been entitled to receive, contingent on delivery of a general release to the Company, severance compensation in the form of continuation of her base salary in effect at the time of termination and reimbursement for COBRA premiums for a period of 12 months after termination, she would also have been eligible for a pro rata cash payment based on the achievement of performance goals related to her annual bonus opportunity as determined by the Board and accelerated vesting of all unvested RSUs then held by her, and vesting of unvested PSUs then held by her in the manner specified in the CFO Employment Agreement.

On August 11, 2025, in connection with Ms. D’Elia’s resignation, she entered into the D’Elia Separation Agreement with the Company. Under the terms of the D’Elia Separation Agreement, in exchange for the execution by Ms. D’Elia of a general release and waiver of claims against the Company and an agreement to provide the Company with consulting services for a period of 3 months on an as-needed basis, the Company will pay Ms. D’Elia severance compensation in the form of the continuation of her annual base salary of $425,000 for a period of 13 months and reimbursement of COBRA premiums for 18 months. The D’Elia Separation Agreement also provides that the Company will, to the extent not already vested, accelerate the vesting of a pro-rata portion of the restricted stock units previously awarded to her (calculated based on the number of days during the full vesting period of the restricted stock unit award during which Ms. D’Elia was employed by the Company). All other restricted stock units will be forfeited. The D’Elia Separation Agreement provides that the CFO Employment Agreement was terminated effective immediately, subject to continuation of certain covenants (including restrictive covenants) by Ms. D’Elia.

Christine Chambers, Former Chief Financial Officer, Treasurer, and Secretary

On August 3, 2022, the Company entered into an employment agreement with Ms. Chambers to serve as the Company’s Chief Financial Officer. The employment agreement was for an initial term of one year commencing on August 3, 2022 and would automatically renew for successive one year terms, or for longer periods as mutually agreed upon by the parties, unless the employment agreement was expressly cancelled by either Ms. Chambers or the Company 60 days prior to the end of the then current term or is otherwise terminated as provided in the agreement. The employment agreement provided that Ms. Chambers would receive an annual base salary of $375,000, subject to periodic review for increases with the approval of the Board of Directors, and would be eligible to participate in the standard employee benefit plans generally available to executives and employees of the Company, including health insurance, life and disability insurance, restricted stock under the Company’s equity compensation plan(s), 401(k) plan, and paid time off and paid holidays. Ms. Chambers also received pursuant to the terms of the employment agreement a one-time sign-on bonus in the amount of $50,000, which was subject to pro-rata repayment if Ms. Chambers terminated employment with the Company within the first twelve months of employment. In addition, the Company would reimburse Ms. Chambers for her documented business expenses incurred in connection with her employment pursuant to the Company's standard reimbursement expense policy and practices. The provisions of Ms. Chambers’ employment agreement relating to termination of employment are described below under “Potential Payments on Termination and/or Change of Control.”

On August 3, 2022, Ms. Chambers received an award of 13,000 shares of restricted stock under the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (“2016 Employee Plan”), which stock restrictions would lapse pro rata on each of August 3, 2023, August 3, 2024, and August 3, 2025, which were subject to forfeiture in the event of termination of employment (except as provided in the restricted stock agreement).

On August 3, 2022, Ms. Chambers also received an award of 3,000 shares of performance restricted stock under the 2016 Employee Plan, which performance restricted shares were subject to vesting based on the attainment of performance criteria equally weighted between adjusted EBITDA and revenue during the fiscal year 2023, which performance restricted stock was forfeited pursuant to the terms of the performance criteria set forth in the award.

On June 15, 2023, Ms. Chambers was granted 11,750 RSUs under the 2022 Employee Plan subject to time-based vesting, of which 3,750 of the RSUs were awarded in recognition of Ms. Chambers’ contributions during fiscal year 2023 and of which the remaining 8,000 were part of the equity award cycle for fiscal year 2024. The RSUs were scheduled to vest in one-third increments on each of the first three anniversaries of the date of grant, subject to Ms. Chambers’ continued employment with the Company through the applicable vesting date. Notwithstanding the foregoing, in the event that Ms. Chambers resigned for “Good Reason” (as defined in the RSU award agreement) or was terminated without cause prior to the vesting of the RSUs, a pro rata portion of the unvested RSUs that would have otherwise vested at the end of year of termination would become vested upon termination.

Also on June 15, 2023, Ms. Chambers received a grant of 8,000 PSUs. The PSUs were based on the Company’s total shareholder return (“TSR”) relative to the S&P 600 Specialty Retail Index (“Index”) over an overall three-year performance period consisting of the 2024 through 2026 fiscal years, as follows:

● 100% of the target number of shares, which was 8,000 shares, would be earned if the Company’s TSR is equal to or greater than the 75 th percentile of the Index (the “maximum target payout”);

● 50% of the target number of shares, which was 4,000 shares, would be earned if the Company’s TSR is equal to at least the 50 th percentile of the Index;

● 25% of the target number of shares, which was 2,000 shares, would be earned if the Company’s TSR is equal to at least the 25 th percentile of the Index (the “minimum threshold”);

● No shares would be earned if the TSR was less than the 25th percentile of the Index, and the payout would be capped at 2,000 shares if absolute TSR is negative, regardless of relative position to the Index; and

● Linear scaling would be used to determine the number of shares earned for performance between the maximum target payout level and the minimum threshold payout level.

With certain exceptions (such as death and disability), the PSUs would be forfeited if Ms. Chambers ceases to be employed before the end of the performance period.

On May 31, 2024, we entered into a Transition and Separation Agreement with Ms. Chambers pursuant to which we and Ms. Chambers agreed to the mutual termination of her employment following a transition period. Under the terms of the agreement, Ms. Chambers continued to serve as our Chief Financial Officer, Secretary, and Treasurer on a full-time basis for a transition period that ended in August 2024. The agreement provided that, during the transition period, Ms. Chambers would continue to receive her current base salary and benefits, and upon the completion of the transition period and contingent on Ms. Chambers’ complying with the terms of the agreement, we would accelerate the vesting of all unvested restricted shares and restricted stock units that were originally scheduled to vest on or before August 3, 2025. Under the agreement, 3,917 of the restricted stock units and the 8,000 performance stock units granted to Ms. Chambers in fiscal year 2024 were deemed forfeited on May 31, 2024.

Mathew N. Hulett, Former Chief Executive Officer and President

During FY 2025, the Company had in effect an employment agreement with Mr. Hulett, our former chief executive officer and president. The employment agreement was for an initial term of three years commencing on August 30, 2021 and would automatically renew for successive one year terms, or for longer periods as mutually agreed upon by the parties, unless the employment agreement were to be expressly cancelled by either Mr. Hulett or the Company 60 days prior to the end of the then current term or if it were otherwise terminated as provided in the agreement. The employment agreement provided that Mr. Hulett would receive an annual base salary of $500,000, subject to periodic review for increases with the approval of the Board, and would be eligible to participate in the standard employee benefit plans generally available to executives and employees of the Company, including health insurance, life and disability insurance, restricted stock under the Company’s equity compensation plan(s), 401(k) plan, and paid time off and paid holidays. The employment agreement also provided that the Company would reimburse Mr. Hulett for his documented business expenses incurred in connection with his employment pursuant to the Company's standard reimbursement expense policy and practices.

On April 29, 2024, the Company and Mr. Hulett entered into a Transition and Separation Agreement pursuant to which Mr. Hulett resigned as chief executive officer and president, and also as a director, of the Company effective April 29, 2024 (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. Hulett remained employed by the Company through May 10, 2024 to assist the Company in transition matters, and the Company paid Mr. Hulett severance compensation thereafter in the form of the continuation of his base salary and reimbursement of COBRA premiums through August 30, 2024, which was the scheduled expiration date of his employment agreement. The Separation Agreement also provided that the Company would accelerate the vesting of Mr. Hulett’s remaining unvested shares of restricted stock (consisting of 30,000 shares) previously granted under a Restricted Stock Agreement between the Company and Mr. Hulett. Mr. Hulett agreed to a general release and waiver of claims against the Company as a condition receiving the foregoing amounts, and he agreed to provide the Company, on an as-needed and as-requested basis, such consulting services as the Company may from time to time reasonably request, up to a maximum of five hours during each calendar week, through August 30, 2024.

Douglas Krulik, interim Principal Financial Officer (served August 19, 2024 to September 16, 2024; appointed again on August 11, 2025)

On July 23, 2024, the Company entered into an offer letter (“Offer Letter”) with Mr. Krulik to set forth the terms and conditions of Mr. Krulik’s employment as Chief Accounting Officer of the Company. Mr. Krulik will receive an annual base salary of $300,000, he will be entitled to participate in the Company’s current employee benefit plans and programs, including medical, dental, vision, 401(k), and he will be eligible to receive annual equity awards under the Company’s equity incentive plans as in effect from time to time. Mr. Krulik received an initial equity award on September 27, 2024 in respect of FY 2025 consisting of an award of 40,000 RSUs. Such RSUs will vest in equal one-third increments on each of the first three (3) anniversaries of the grant date. Mr. Krulik will be entitled to severance benefits in the event the Company terminates his employment other than for Cause (as defined in the Offer Letter) within his first full year of employment, consisting of six months of severance pay at his base salary at the time of termination.

Potential Payments on Termination and/or Change of Control

This section describes the payments and other benefits that would have been provided to Ms. Campos, Ms. D’Elia or Mr. Krulik upon termination or change of control of the Company pursuant to and as described in their respective employment agreements that were in effect as of the end of FY 2025, as described under “Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.” Because the employment of Mr. Hulett and Ms. Chambers terminated prior to the end of FY 2025, we have only disclosed the payments and benefits they actually received in connection with their employment terminations. The compensation and other benefits that Ms. Campos and Ms. D’Elia received following their resignations after the end of FY 2025 under their Separation Agreements are described above under “Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.”

The table below provides estimates for compensation that would have been payable to Ms. Campos, Ms. D’Elia and Mr. Krulik under hypothetical termination of employment and change of control scenarios under our compensatory arrangements other than nondiscriminatory arrangements generally available to salaried employees as they were in effect on March 31, 2025. Due to the number of factors and assumptions that can affect the nature and amount of any benefits provided upon the events discussed below, any amounts paid or distributed upon an actual event may differ.

For purposes of the hypothetical payment estimates shown in the below table, some of the important assumptions were:

• Named Executive Officers’ (“NEOs’”) rate of base salary as of March 31, 2025;

• Change of control occurring on March 31, 2025;

• Termination of the NEO’s employment occurring on March 31, 2025; and

• A price per share of $4.19, which was the closing price of our common stock on March 31, 2025, the final trading day of fiscal year 2025.

Each of the columns in the table below show the total hypothetical payment estimate upon a specified event occurring on March 31, 2025, and the amounts in the columns should not be aggregated across the table.

(1) For purposes of this table, an involuntary termination consists of our termination of the NEO’s employment without cause or, in the case of Ms. Campos or Ms. D’Elia, a resignation with good reason.

(2) For purposes of this table, an involuntary termination within 12 months after a change of control consists of our termination of the NEO’s employment without cause or, in the case of Ms. Campos and Ms. D’Elia, a resignation with good reason. The equity acceleration values assume full acceleration upon a change of control or a simultaneous qualifying termination of employment and a change of control.

The actual benefits Mr. Hulett and Ms. Chambers received in connection with their separations from employment during FY 2025 are described under “Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.” The compensation and other benefits that Ms. Campos and Ms. D’Elia received following their resignations after the end of FY 2025 under their Separation Agreements are described above under “Employment Agreements and Other Agreements with the Fiscal Year 2025 Named Executive Officers.”

Non-Compete and Non-Disclosure Agreements

Ms. Campos, who was appointed as our Chief Executive Officer in April 2024, Ms. D’Elia, who was appointed as our Chief Financial Officer in September 2024, Mr. Krulik, who served as our interim Principal Financial Officer from August 19, 2024 to September 16, 2024, Ms. Chambers, who served as our Chief Financial Officer from August 2022 to August 2024 , and Mr. Hulett, who served as our chief executive officer from August 2021 to April 2024, are each subject to restrictive covenants regarding non-disclosure, non-compete and non-solicitation with the Company. Each executive agreed to keep in confidence any and all confidential business information the executive becomes aware of or learns or to which he/she has access during his/her employment with the Company which has not been publicly disclosed and is not a matter of common knowledge. Each executive also agreed that upon termination of employment, each will not, for a period of one (1) year after such termination, either directly or indirectly, as a principal, officer, director, proprietor, employee, contractor, partner, investor (apart from owning stock in any publicly traded corporation so long as such ownership does not exceed five percent (5%) of the total value of the outstanding stock of such corporation), advisor, agent, representative or other participant engage in any business that is in actual or prospective competition with the Company, solicit or otherwise attempt to induce or solicit, or in any other manner influence, any employee, vendor or prospective vendor of the Company to terminate or modify his/her/its relationship with the Company, or solicit or otherwise attempt to induce or solicit, or in any other manner influence, any customer or prospective customer of the Company.

Limitation on Liability and Indemnification Matters

Our Bylaws contain provisions that limit the liability of our directors and executive officers for monetary damages to the fullest extent permitted by the Florida Business Corporation Act, and requires us to indemnify our directors and executive officers made or threatened to be made a party to an action or proceeding, by reason of the fact that he or she serves or served in such capacity at our request to the maximum extent not prohibited by the Florida Business Corporation Act or any other applicable law and allow us to indemnify other officers, employees, and other agents as set forth in the Florida Business Corporation Act or any other applicable law.

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our Bylaws and other applicable law. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines, and settlement amounts actually and reasonably incurred by such person in any action or proceeding arising out of their services to us, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request, including liability arising out of negligence or active or passive wrongdoing by the officer or director. We believe that these Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors' and officers' liability insurance, including dedicated Side A coverage.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

CEO Pay Ratio

In accordance with SEC rules, we are providing the ratio for FY 2025 of the annualized FY 2025 total compensation of Ms. Campos, who was serving as our CEO on March 31, 2025, which was the determination date we used to identify our median employee, to the annual total compensation of our median employee, excluding the CEO, as determined under Item 402 of Regulation S-K under the Exchange Act ("Regulation S-K”):

•the median of the annual total compensation of all employees of our Company (other than the CEO) was $35,319; and

•the annual total compensation of the CEO was $3,949,232 (annualized as described below).

Because two individuals served as our CEO during FY 2025, consistent with applicable Securities and Exchange Commission regulations, we have elected to calculate our CEO’s annual total compensation for purposes of the CEO pay ratio by annualizing the compensation of Ms. Campos, who began serving as our CEO on April 29, 2024, as follows:

Based on this information, for FY 2025, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees was 112:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As permitted by SEC rules, to identify our median employee, we selected total direct compensation as our consistently applied compensation measure, which we calculated as actual salary paid to our employees for FY 2025 (including overtime for hourly employees), actual bonus or sales commission earned by our employees in FY 2025, and the value of equity awards granted to our employees in FY 2025.

For any full time employees who were hired during FY 2025, an estimated amount was used based on their hourly rate or annual salary. Further, we used March 31, 2025 as the date on which to determine our employee population and used the consistently applied compensation measure as described above to determine our median employee. In determining this population, we included all full-time and part-time employees other than the CEO. We did not include any contractors or workers employed through a third-party provider in our employee population. Based on this approach, we selected the individual who represented the median employee. We then calculated the annual total compensation for this individual using the same methodology we used for our Named Executive Officers in our Fiscal Year 2025 Summary Compensation Table.

2025 Pay versus Performance Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company regarding fiscal years ended March 31, 2025, 2024, 2023, 2022, and 2021 Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

Pay versus Performance Table

Notes:

1. The CEO and other NEOs for the indicated years were as follows: (i) for 2025, our CEOs were Mr. Mathew N. Hulett, who served as our CEO from August 30, 2021 to May 10, 2024 and Sandra Campos, who served as our Chief Executive Officer from April 29, 2024 until her resignation on August 11, 2025, and our other NEOs were Ms. Robyn D’Elia, Mr. Douglas Krulik and Ms. Christine Chambers; (ii) for 2024, our CEO was Mr. Mathew N. Hulett, who served as our CEO from August 30, 2021 to May 10, 2024 and our other NEO was Ms. Christine Chambers, who has served as our CFO since August 3, 2022; (iii) for 2023, our CEO was Mr. Mathew N. Hulett and our other NEOs were Mr. Bruce Rosenbloom, who served as our chief financial officer from 2001 until August 2, 2022, and Ms. Christine Chambers; (iv) for 2022, our CEOs were Mr. Menders Akdag, who served as our CEO from 2001 until August 29, 2021, and Mr. Mathew N. Hulett and our other NEO was Mr. Bruce Rosenbloom; and (iv) for 2021, our CEO was Mr. Menders Akdag and our other NEO was Mr. Bruce Rosenbloom.

2. Amounts reported in this column are based on total compensation reported for our CEOs and other NEOs in the Summary Compensation Table (SCT) for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

3. The peer group comprises the component companies of the S&P 600 Specialty Retail Index. In the 2023 proxy statement, the peer group TSR calculation reflected the component companies of the compensation benchmarking peer group.

4. In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officer to company performance for the most recently completed fiscal year. The Company determined Company stock price, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.

Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

The charts below describe the relationship between compensation actually paid to our chief executive officer and to our other Named Executive Officers (as calculated above) and our financial and stock performance for the indicated years. In addition, the first table below compares our cumulative TSR and peer group cumulative TSR for the indicated years.

Company’s Most Important Financial Performance Measures

The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year.

•Stock Price

•Adjusted EBITDA

•Revenue

Tax Deductibility

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount that we may deduct from our federal income taxes for compensation paid to certain executive officers, including our Named Executive Officers, to $1.0 million per executive officer per year.

While our Compensation and Human Capital Committee is mindful of the benefit to us of the full tax deductibility of compensation, our Compensation and Human Capital Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our Named Executive Officers in a manner that can best promote our corporate objectives. Therefore, our Compensation and Human Capital Committee may approve compensation that may not be fully deductible because of the limits of Section 162(m). Our Compensation and Human Capital Committee intends to continue to compensate our Named Executive Officers in a manner it believes is consistent with the best interests of our Company and our shareholders.

Stock-Based Incentives Throughout Our Workforce

We grant equity-based compensation in accordance with our 2024 Omnibus Incentive Plan and 2024 Inducement Incentive Plan, and previously under our 2015 Director Plan, 2016 Employee Plan, and 2022 Employee Plan, as part of our total rewards strategy to create an ownership culture and align the interests of our employees and directors with shareholders.

Fiscal Year 2025 Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

During FY 2025, none of our Named Executive Officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports.

Compensation and Human Capital Committee Interlocks and Insider Participation

During the fiscal year ended March 31, 2025, Leslie C.G. Campbell, Sandra Y. Campos (through April 29, 2024), Gian M. Fulgoni (through May_16, 2024), Diana Garvis Purcel, and Leah A. Solivan (appointed June 25, 2024), served on the Compensation and Human Capital Committee, and none of the Compensation and Human Capital Committee members serving at the time had ever been an officer or employee of the Company or of any of our subsidiaries, and none of our executive officers have served on the compensation committee or board of directors of any company of which any of our directors is an executive officer. Accordingly, insiders do not participate in compensation decisions.