Rezolute, Inc.
For the period ended Jun 30, 2026. Filed Sep 24, 2026.
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FY2026 · Filed Sep 24, 2026
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Item 11. Executive Compensation
Summary Compensation Table
Our Named Executive Officers (“NEOs”) are set forth in the table below and consist of our principal executive officer, the next two most highly compensated executive officers at fiscal year-end, and one additional executive officer. The following table presents all of the compensation awarded to, earned by or paid to our NEOs during the fiscal years ended June 30, 2026 and 2025:
| · · · · · · · · · · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Stock · · All Other · · | |||||||||||
| · · Fiscal · · · · · · Option · · Compensation · · | |||||||||||
| Name and Position · · Year · · Salary ($) · · Bonus ($) · · Awards ($) · · ($) · · Total ($) | |||||||||||
| Nevan Charles Elam | 2026 | | 655,000 | (1) | 450,912 | (5) | 4,579,692 | (7) | 25,806 | (8) | 5,711,410 |
| Chief Executive Officer | 2025 | | 610,825 | (1) | 451,662 | (6) | 1,767,204 | (7) | 21,418 | (9) | 2,851,109 |
| Brian Roberts, M.D. | 2026 | | 512,164 | (2) | 226,826 | (5) | 1,775,734 | (7) | 50,233 | (10) | 2,564,957 |
| Chief Medical Officer | 2025 | | 483,361 | (2) | 221,988 | (6) | 667,202 | (7) | 62,177 | (11) | 1,434,728 |
| Daron Evans | 2026 | | 480,000 | (3) | 242,666 | (5) | 1,547,417 | (7) | 15,383 | (12) | 2,285,466 |
| Chief Financial and Business Officer | 2025 | | 421,458 | (3) | 231,112 | (6) | 1,016,452 | (7) | 46,639 | (13) | 1,715,661 |
| Sunil Karnawat | 2026 | | 415,625 | (4) | 237,301 | (5) | 1,945,105 | (7) | 25,878 | (14) | 2,623,909 |
| Chief Commercial Officer | 2025 | | — | (15) | — | (15) | — | (15) | — | (15) | — |
| (1) | Pursuant to the amended and restated employment agreement discussed below, Mr. Elam’s base salary increased from $566,959 to $625,000 on September 15, 2024, and subsequently increased to $685,000 on January 1, 2026. Mr. Elam also serves as Acting Chair of our Board of Directors for which no incremental compensation is paid. |
| (2) | Pursuant to the employment agreement discussed below, Dr. Roberts’ base salary increased from $477,394 to $489,329 on January 1, 2025, and subsequently increased to $535,000 on January 1, 2026. |
| (3) | Pursuant to the offer letter and employment agreement discussed below, Mr. Evans’ base salary increased from $275,000 in January 2024 to $460,000 effective September 15, 2024, and subsequently increased to $500,000 on January 1, 2026. |
| (4) | Pursuant to the offer letter and employment agreement discussed below, Dr. Karnawat’s base salary has been $475,000 since his hire date of August 18, 2025. |
| (5) | On November 4, 2025, the Board of Directors approved bonus payments for calendar year 2025 services, if applicable. In December 2025, these cash bonus payments were paid to the applicable executive officers. In the table above, 50% of the 2025 calendar year bonus is included for fiscal year 2025 and 50% is included for fiscal year 2026. As of June 30, 2026, the Company estimated approximately 50% of target bonus amounts had been met for the 2026 calendar performance year and included in this table for fiscal year 2026. Cash payments for 2026 bonuses will be subject to Board of Director approval in early calendar year 2027. |
| (6) | On February 14, 2025, the Board of Directors approved bonus payments for calendar year 2024 services, if applicable. In March 2025, these cash bonus payments were paid to the applicable executive officers. In the table above, 50% of the 2024 calendar year bonus is included as being attributable to fiscal year 2025. As of June 30, 2025, the Company |
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estimated approximately 50% of target bonus amounts had been met for the 2025 calendar performance year and included in this table. Cash payments for 2025 bonuses were approved by the Board of Directors in November 2025.
| (7) | The aggregate grant date fair value for stock awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board. A discussion of key assumptions made in the valuation of RSUs and stock options is presented in Note 8 to our consolidated financial statements. For purposes of this table, the entire fair value of awards with time-based vesting are reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting period in our financial statements. |
| (8) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $24,774 and health club fees of $1,032. |
| (9) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans. |
| (10) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $36,006, health club fees of $3,395, and matching contributions under our 401(k) Plan of $10,832. |
| (11) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $44,577, health club fees of $3,600, and matching contributions under our 401(k) Plan of $14,000. |
| (12) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $2,295, health club fees of $3,000, and matching contributions under our 401(k) Plan of $10,088. |
| (13) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $22,826, health club fees of $3,000, and matching contributions under our 401(k) Plan of $20,813. |
| (14) | Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $18,349, health club fees of $1,520, and matching contributions under our 401(k) Plan of $6,009. |
| (15) | Dr. Karnawat entered into an employment agreement with the Company effective August 18, 2025, as discussed below. As such, no compensation was earned by Dr. Karnawat for the fiscal year ended June 30, 2025. |
Narrative Disclosure to Summary Compensation Table
Presented below is summary of key terms of employment agreements with our NEOs:
Nevan Charles Elam
Effective February 15, 2021, we entered into an employment agreement with Nevan Charles Elam to serve as our Chief Executive Officer. The employment agreement requires Mr. Elam to undertake certain confidentiality, non-competition and non-solicitation obligations. The terms of this agreement provided that Mr. Elam was entitled to receive an annual base salary of $505,000 plus a calendar year target bonus up to 60% of his annual base salary based on achievement of performance criteria set forth by the Board of Directors. Effective January 1, 2024, September 15, 2024, and January 1, 2026 the Board of Directors approved an increase in Mr. Elam’s base salary from $566,959 to $625,000 to $685,000, respectively. Mr. Elam is eligible to participate in all benefit programs available to our executives and employees, including medical, dental, life and disability insurance plans, and our employee stock option plans.
On January 8, 2023, we entered into an amended and restated employment agreement with Mr. Elam that provides in the event we terminate Mr. Elam’s employment outside of a change in control event without “Cause” or if Mr. Elam resigns for “Good Reason”, we are required to pay a severance benefit equal to (i) three times his then current annual base salary, (ii) 150% of his annual Target Bonus, (iii) payment of accrued vacation benefits, and (iv) continuation of certain other benefits such as medical and dental insurance. The aggregate severance benefit is payable over a period of twelve months, and any outstanding stock options that are subject to vesting shall have vesting accelerated with respect to the number of shares that would have vested during the 18-month period following the termination of employment without cause or for Good Reason. All of the vested shares will have an exercise period of twelve months following the termination date under these circumstances.
Furthermore, if Mr. Elam is terminated without cause within 12 months of a Change of Control or if Mr. Elam terminates employment for Good Reason within 12 months following a Change of Control, in addition to the benefits noted above, (i) all Stock Options that are subject to vesting shall have the vesting accelerate and become fully vested, (ii) any shares of capital stock of the Company that are subject to a right of repurchase shall have such right of repurchase lapse and (iii) units then held by Mr. Elam pursuant to a restricted stock unit plan shall immediately vest and become exercisable. All of Mr. Elam’s equity in the Company that has vested upon such termination shall have an exercise period of 12 months
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following Mr. Elam’s termination of Employment without Cause or for Good Reason within 12 months following a Change of Control. The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement. In addition on October 17, 2025, we amended Mr. Elam’s employment agreement to provide that in the event that any compensation, payment or distribution by the Company to or for the benefit of Mr. Elam, whether paid or payable or distributed or distributable pursuant to the terms of the Employment Agreement or otherwise (the “Elam Parachute Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (such excise tax hereinafter referred to as the “Excise Tax”), then Mr. Elam shall be entitled to receive an additional payment or payments (collectively, the “Elam Gross-Up Payment”) such that the net amount retained by Mr. Elam, after (i) deduction of any Excise Tax on the Elam Parachute Payments, and (ii) deduction of any federal, state, and local income tax, employment tax and Excise Tax upon the Elam Gross-Up Payment, shall be equal to the Elam Parachute Payments.
Brian Roberts, M.D.
On July 22, 2019, we entered into an employment agreement with Dr. Brian Roberts to serve as our Vice President of Clinical Development. Effective June 1, 2022, Dr. Roberts was appointed to serve as our Chief Medical Officer with an annual base salary of $450,000 and target bonus equal to 40% of his annual base salary. Effective January 1, 2024, January 1, 2025, and January 1, 2026 the Board of Directors approved an increase in Dr. Roberts’ annual salary from $477,394 to $489,329 to $535,000, respectively. The employment agreement requires Dr. Roberts to undertake certain confidentiality, non-competition and non-solicitation obligations.
On January 8, 2023, we entered into an amended and restated employment agreement with Dr. Roberts that provides in the event that we terminate Dr. Roberts’ employment outside of a change of control event without “Cause” or if Dr. Roberts resigns for “Good Reason”, all of his equity in the Company that is subject to vesting conditions will have accelerated vesting for 12 months and will also have an exercise period of 6 months following the occurrence of the termination event. In addition, upon the occurrence of a termination event other than a change of control and without cause, Dr. Roberts will be entitled to, (i) a severance payment equal to 12 months of salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of the termination event and (iii) continuation of certain other benefits such as medical and dental insurance for 12 months.
If Dr. Roberts is terminated related to a change of control event, all of his equity in the Company that is subject to vesting conditions will have accelerated vesting with an exercise period of 6 months following the occurrence of the termination event. In addition, upon the occurrence of a termination event related to a change of control, Dr. Roberts will be entitled to, (i) a severance payment equal to 18 months of salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of the termination event and (iii) continuation of certain other benefits such as medical and dental insurance for 18 months. The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement. In addition on October 17, 2025, we amended Dr. Roberts’ employment agreement to provide that in the event that any compensation, payment or distribution by the Company to or for the benefit of Dr. Roberts, whether paid or payable or distributed or distributable pursuant to the terms of his employment agreement or otherwise (the “Roberts Parachute Payments”), would be subject to the Excise Tax, then Dr. Roberts shall be entitled to receive an additional payment or payments (collectively, the “Roberts Gross-Up Payment”) such that the net amount retained by Dr. Roberts, after (i) deduction of any Excise Tax on the Roberts Parachute Payments, and (ii) deduction of any federal, state, and local income tax, employment tax and Excise Tax upon the Roberts Gross-Up Payment, shall be equal to the Roberts Parachute Payments.
Daron Evans
On January 23, 2024, the Company’s Board of Directors approved the appointment of Daron Evans to serve as the Company’s Chief Financial Officer. In connection with Mr. Evan’s appointment, the Company extended an employment offer letter providing for an annual base salary of $275,000 plus a calendar year target bonus up to 50% of his base salary.
Effective September 15, 2024, we entered into an employment agreement with Mr. Evans. Under the terms of this agreement Mr. Evans is entitled to receive an annual base salary of $460,000 plus a calendar year target bonus up to 40% of his annual base salary based on the achievement of performance criteria set forth by the Board of Directors. Effective January 1, 2026 the Board of Directors approved an increase in Mr. Evan’s annual salary to $500,000. The employment
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agreement provides in the event that we terminate Mr. Evans employment outside of a change of control event without “Cause” or if Mr. Evans resigns for “Good Reason”, all of his equity in the Company that is subject to vesting conditions will have accelerated vesting for 12 months and will also have an exercise period of 6 months following the occurrence of the termination event. In addition, upon the occurrence of a termination event other than a change of control and without cause, Mr. Evans will be entitled to, (i) a severance payment equal to 12 months of salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of the termination event and (iii) continuation of certain other benefits such as medical and dental insurance for 12 months.
If Mr. Evans’ employment is terminated related to a change of control event, all of his equity in the Company that is subject to vesting conditions will have accelerated vesting with an exercise period of 6 months following the occurrence of the termination event. In addition, upon the occurrence of a termination event related to a change of control, Mr. Evans will be entitled to, (i) a severance payment equal to 18 months of salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of the termination event, and (iii) continuation of certain other benefits such as medical and dental insurance for 18 months. The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement. In addition on October 17, 2025, we amended Mr. Evans’ employment agreement to provide that in the event that any compensation, payment or distribution by the Company to or for the benefit of Mr. Evans, whether paid or payable or distributed or distributable pursuant to the terms of his employment agreement or otherwise (the “Evans Parachute Payments”), would be subject to the Excise Tax, then the Mr. Evans shall be entitled to receive an additional payment or payments (collectively, the “Evans Gross-Up Payment”) such that the net amount retained by Mr. Evans, after (i) deduction of any Excise Tax on the Evans Parachute Payments, and (ii) deduction of any federal, state, and local income tax, employment tax and Excise Tax upon the Evans Gross-Up Payment, shall be equal to the Evans Parachute Payments.
Sunil Karnawat
On August 18, 2025, we entered into an employment agreement with Dr. Sunil Karnawat to serve as our Chief Commercial Officer. Under the terms of this agreement Dr. Karnawat is entitled to receive an annual base salary of $475,000 plus a calendar year target bonus of up to 40% of his annual base salary based on the achievement of performance criteria set forth by the Board of Directors. The Board of Directors also approved the grant of 25,000 restricted stock units and stock options exercisable for the purchase of 275,000 shares of the Company’s common stock at an exercise price of $6.55 per share. The stock options are considered an inducement grant (the “Inducement Grant”) pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were not authorized under any of the Company’s stock option plans. The Inducement Grant is exercisable until August 2035 and will vest for (i) one-fourth of the option shares on the one-year anniversary of the employee start date, and (ii) one thirty-sixth of the remaining option shares vest on the same day of each month thereafter until the Inducement Grant is 100% vested.
The employment agreement provides that upon the occurrence of a termination event other than a change of control, the Company is required to (i) make severance payments equal to 12 months of salary, a pro-rata bonus, and health insurance coverage for 12 months following the termination date, and (ii) all unvested stock options subject to vest over the subsequent 12 month period after the termination event will become immediately exercisable and all outstanding stock options will remain exercisable for 6 months following the termination event. In addition, upon the occurrence of a termination solely due to a change of control event, the Company is required to make severance payments equal to 18 months of salary, a pro-rata bonus, and health insurance coverage for 18 months following the termination event. In addition on October 17, 2025, we amended Dr. Karnawat’s employment agreement to provide that in the event that any compensation, payment or distribution by the Company to or for the benefit of Dr. Karnawat, whether paid or payable or distributed or distributable pursuant to the terms of his employment agreement or otherwise (the “Karnawat Parachute Payments”), would be subject to the Excise Tax, then the Dr. Karnawat shall be entitled to receive an additional payment or payments (collectively, the “Karnawat Gross-Up Payment”) such that the net amount retained by Dr. Karnawat, after (i) deduction of any Excise Tax on the Karnawat Parachute Payments, and (ii) deduction of any federal, state, and local income tax, employment tax and Excise Tax upon the Karnawat Gross-Up Payment, shall be equal to the Karnawat Parachute Payments.
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Outstanding Equity Awards
As of June 30, 2026, there were no restricted stock awards and no stock options that provide for performance vesting conditions held by any of our NEOs. The following table provides a summary of equity awards outstanding for each of our NEOs as of June 30, 2026:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · Option Awards · · Stock Awards · | ||||||||||||||||
| · · · · Number of Securities Underlying · · Option · · Option · · Number Of · · Market Value · | ||||||||||||||||
| · · Grant · · Unexercised Options · · Exercise · Expiration · Unvested · · Of Unvested · | ||||||||||||||||
| Name · · Date · · Exercisable · · Unexercisable · · Price · · Date · · Securities · · Securities ($)(1) · | ||||||||||||||||
| Nevan Charles Elam · · · · · · · · · · · · | ||||||||||||||||
| | 7/31/19 | 200,000 | | — | | $14.50 | | 7/31/29 | | — | | — | | |||
| | 6/14/21 | 375,000 | | — | | 12.28 | | 6/14/31 | | — | | — | | |||
| | | 6/23/22 | | 2,600,000 | | — | | | 3.40 | | 6/23/32 | | — | | — | |
| | | 1/23/24 | | 273,888 | | 66,112 | (2) | | 1.02 | | 1/23/34 | | — | | — | |
| | | 2/16/25 | | 53,333 | | 66,667 | (5) | | 4.61 | | 2/16/35 | | 136,000 | | 707,200 | (6) |
| | | 6/10/25 | | 13,333 | | 26,667 | (7) | | 4.39 | | 6/10/35 | | 68,000 | | 353,600 | (8) |
| | | 11/19/25 | | 36,166 | | 149,834 | (11) | | 10.16 | | 11/19/35 | | 317,000 | | 1,648,400 | (12) |
| Total for Mr. Elam | | 3,551,720 | 309,280 | | | | | 521,000 | | 2,709,200 | | |||||
| Brian Roberts, M.D. | | | | | | | | | | | | |||||
| | 7/31/19 | 40,000 | | — | | $14.50 | | 7/31/29 | | — | | — | | |||
| | 6/14/21 | 75,000 | | — | | 12.28 | | 6/14/31 | | — | | — | | |||
| | | 6/23/22 | | 700,000 | | — | | | 3.40 | | 6/23/32 | | — | | — | |
| | | 1/23/24 | | 104,722 | | 25,278 | (2) | | 1.02 | | 1/23/34 | | — | | — | |
| | | 2/16/25 | | 20,000 | | 25,000 | (5) | | 4.61 | | 2/16/35 | | 51,333 | | 266,932 | (6) |
| | | 6/10/25 | | 5,000 | | 10,000 | (7) | | 4.39 | | 6/10/35 | | 26,000 | | 135,200 | (8) |
| | | 11/19/25 | | 14,000 | | 58,000 | (11) | | 10.16 | | 11/19/35 | | 123,000 | | 639,600 | (12) |
| Total for Dr. Roberts | | 958,722 | 118,278 | | | | | 200,333 | | 1,041,732 | | |||||
| Daron Evans | | | | | | | | | | | | | | | | |
| | | 1/23/24 | | 166,145 | | 108,855 | (3) | $1.02 | | 1/23/29 | | — | | — | | |
| | | 9/23/24 | | 43,750 | | 56,250 | (4) | | 4.79 | | 9/23/34 | | — | | — | |
| | | 2/16/25 | | 20,000 | | 25,000 | (5) | | 4.61 | | 2/16/35 | | 51,333 | | 266,932 | (6) |
| | | 6/10/25 | | 5,000 | | 10,000 | (7) | | 4.39 | | 6/10/35 | | 26,000 | | 135,200 | (8) |
| | | 11/19/25 | | 12,250 | | 50,750 | (11) | | 10.16 | | 11/19/35 | | 107,000 | | 556,400 | (12) |
| Total for Mr. Evans | | | | 247,145 | 250,855 | | | | | | | 184,333 | | 958,532 | | |
| Sunil Karnawat | | | | | | | | | | | | | | | | |
| | | 8/18/25 | | — | | 275,000 | (9) | | 6.55 | | 8/18/35 | | 25,000 | | 130,000 | (10) |
| | | 11/19/25 | | 3,694 | | 15,306 | (11) | | 10.16 | | 11/19/35 | | 32,000 | | 166,400 | (12) |
| Total for Dr. Karnawat | | | | 3,694 | 290,306 | | | | | | | 57,000 | | 296,400 | | |
| (1) | Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $5.20, the closing price of our common stock on June 30, 2026, as reported on Nasdaq. |
| (2) | These stock options vest in equal monthly installments over 36 months beginning on January 23, 2024, subject to the executive’s continued service through each vesting date. |
| (3) | These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly |
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installments over the remaining 36 months beginning on January 23, 2025, subject to the executive’s continued service through each vesting date.
| (4) | In September 2024, Mr. Evans received stock options for 100,000 shares of common stock. These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on September 23, 2025, subject to the executive’s continued service through each vesting date. These stock options will expire on September 23, 2034. |
| (5) | These stock options vest in equal monthly installments over 36 months beginning on March 16, 2025, subject to the executive’s continued service through each vesting date. |
| (6) | These RSUs vest in equal annual installments over 3 years beginning on March 1, 2026, subject to the executive’s continued service through each vesting date. |
| (7) | These stock options vest in equal monthly installments over 36 months beginning on July 10, 2025, subject to the executive’s continued service through each vesting date. |
| (8) | These RSUs vest in equal annual installments over 3 years beginning on July 1, 2026, subject to the executive’s continued service through each vesting date. |
| (9) | In August 2025, Dr. Karnawat received stock options for 275,000 shares of common stock. These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on August 18, 2026, subject to the executive’s continued service through each vesting date. These stock options will expire on August 18, 2035. |
| (10) | In August 2025, Dr. Karnawat received RSUs for 25,000 shares of common stock. These RSUs vest in equal annual installments over 4 years beginning on September 1, 2026, subject to the executive’s continued service through each vesting date. |
| (11) | These stock options vest in equal monthly installments over 36 months beginning on December 19, 2025, subject to the executive’s continued service through each vesting date. |
| (12) | These RSUs vest in equal annual installments over 3 years beginning on December 1, 2026, subject to the executive’s continued service through each vesting date. |
Options Exercised and Stock Vested
For the fiscal year ended June 30, 2026, there were no shares acquired upon the exercise of stock options for any of our NEOs.
The following table provides a summary of equity awards vested, consisting solely of RSUs, for each of our NEOs during the fiscal year ended June 30, 2026:
| | | | | |
|---|---|---|---|---|
| | | Number of | | Market Value |
| | | Shares Acquired | | Of Vested |
| Name | | On Vesting | | Securities(1) |
| Nevan Charles Elam | 68,000 | (2) | 218,280 | |
| Brian Roberts, M.D. | 25,667 | (2) | 82,391 | |
| Daron Evans | | 25,667 | (2) | 82,391 |
| Sunil Karnawat | | — | | — |
| (1) | Amounts in this column are calculated by multiplying the number of shares shown as vested in the prior column by the closing price of our common stock on the vesting date, as reported on Nasdaq. |
| (2) | These RSUs vested on March 1, 2026. The closing price of our common stock on the vesting date was $3.21. |
Equity Award Grant Practices
As required by Item 402(x) of Regulation S-K, we are providing information regarding our policies and practices on the timing of awards of options in relation to the disclosure of material nonpublic information (“MNPI”). We do not currently have a formal policy surrounding the timing of equity awards. The Compensation Committee does not take MNPI into
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account when determining the timing and terms of equity awards granted andwe do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
For the fiscal year ended June 30, 2026, no equity awards were granted to a NEO in the period beginning four business days before, or ending one business day after, the filing or furnishing of a periodic or current report that discloses MNPI of the Company.
Director Compensation
We utilize a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board. Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings. Presented below is a listing of the individuals that served as directors and the related committee appointments as of June 30, 2026:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Committee Appointments | ||||
| Director Name | | Audit | | Compensation | | Nominatingand Governance |
| Committee Members as of June 30, 2026: | | | | | | |
| Erik Harris(1) | | | | X | | |
| Gil Labrucherie(2) | | X | | | | X |
| Nerissa Kreher, M.D.(3) | | | | X | | X |
| Philippe Fauchet(4) | | X | | | | X |
| Wladimir Hogenhuis, M.D.(5) | | X | | X | | |
| Young-Jin Kim(6) | | | | | | |
| (1) | Mr. Harris was appointed to serve as a member of our Board of Directors and Compensation Committee on March 25, 2025 and July 1, 2025, respectively. |
| (2) | Mr. Labrucherie was appointed to serve as a member of our Board of Directors, Nominating and Governance Committee, and as chair of our Audit Committee on November 20, 2019. |
| (3) | Dr. Kreher was appointed to serve as a member of our Board of Directors, Compensation Committee, and Nominating and Governance Committee on March 2, 2021, and chair of our Nominating and Governance Committee as of July 1, 2022. |
| (4) | Mr. Fauchet was appointed to serve as a member of our Board of Directors, Audit Committee, and Nominating and Governance Committee on September 10, 2020. |
| (5) | Dr. Hogenhuis was appointed to serve as a member of our Board of Directors, Audit Committee, and Compensation Committee on March 2, 2021 and chair of our Compensation Committee as of July 1, 2022. |
| (6) | Mr. Young-Jin Kim was appointed to serve as our Chair of the Board of Directors on February 16, 2019. He resigned from this position as Chair in May 2022 but remains a member of our Board of Directors. |
Director Compensation Tables
Nevan Charles Elam has served as our Chief Executive Officer and a member of our Board of Directors since January 2013. In addition, Mr. Elam has served as Acting Chair of the Board of Directors since May 2022. Mr. Elam does not receive any additional compensation for serving as a director or as our Acting Chair and therefore has been excluded from the following table. Please refer to the “Executive Compensation” section above for a description of Mr. Elam’s compensation.
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The following table provides information related to the compensation of the remaining individuals that served as members of our Board of Directors during the fiscal year ended June 30, 2026:
| · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Fees Earned · · · · · · | |||||||
| · · or Paid in · · Stock · · Option · · | |||||||
| Name · · Cash ($) · · Awards ($)(7) · · Awards ($)(7) · · Total ($) | |||||||
| Erik Harris | 52,250 | (1) | 213,360 | (8) | 87,676 | (9) | 353,286 |
| Gil Labrucherie | 72,250 | (2) | 213,360 | (8) | 87,676 | (9) | 373,286 |
| Nerissa Kreher, M.D. | 65,750 | (3) | 213,360 | (8) | 87,676 | (9) | 366,786 |
| Philippe Fauchet | 62,250 | (4) | 213,360 | (8) | 87,676 | (9) | 363,286 |
| Wladimir Hogenhuis, M.D. | 68,500 | (5) | 213,360 | (8) | 87,676 | (9) | 369,536 |
| Young-Jin Kim | 45,000 | (6) | 213,360 | (8) | 87,676 | (9) | 346,036 |
| (1) | Consists of $45,000 for serving as a member of the Board of Directors and $7,250 for serving as a member of the Compensation Committee. |
| (2) | Consists of $45,000 for serving as a member of the Board of Directors, $20,000 for serving as Chair of the Audit Committee and $7,250 for serving as a member of the Nominating and Governance Committee. |
| (3) | Consists of $45,000 for serving as a member of the Board of Directors, $13,500 for serving as Chair of the Nominating and Governance Committee and $7,250 for serving as a member of the Compensation Committee. |
| (4) | Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as a member of the Audit Committee and $7,250 for serving as a member of the Nominating and Governance Committee. |
| (5) | Consists of $45,000 for serving as a member of the Board of Directors, $13,500 for serving as Chair of the Compensation Committee and $10,000 for serving as a member of the Audit Committee. |
| (6) | Consists of $45,000 for serving as a member of the Board of Directors. |
| (7) | The aggregate grant date fair value for the stock awards (restricted stock units or “RSUs”) and stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board. A discussion of key assumptions made in the valuation of RSUs and stock options is presented in Note 8 to our consolidated financial statements. For purposes of this table, the entire fair value of awards is reflected in the year of grant, whereas under ASC 718 the fair value of such awards are generally recognized over the vesting period in our financial statement. |
| (8) | Consists of the fair value of RSUs granted on November 19, 2025 for 21,000 shares at $10.16 per share, to each director identified above. These RSUs cliff vest for the entire award on December 1, 2026. |
| (9) | Consists of the fair value of a stock option granted on November 19, 2025 for 12,000 shares exercisable at $10.16 per share for a period of ten years. These stock options cliff vest for the entire award on December 1, 2026. |
The aggregate number of outstanding equity awards held by our non-employee directors as of June 30, 2026 was as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · Shares Underlying · Shares Underlying | ||||||
| · · Stock Awards Outstanding · · Options Outstanding | ||||||
| | | Unvested | | Vested | | Unvested |
| Erik Harris | | 21,000 | | 25,000 | | 47,000 |
| Gil Labrucherie | | 30,000 | | 132,166 | | 22,834 |
| Nerissa Kreher, M.D. | 30,000 | 129,166 | | 22,834 | ||
| Philippe Fauchet | 30,000 | 129,166 | 22,834 | |||
| Wladimir Hogenhuis, M.D. | 30,000 | 129,166 | | 22,834 | ||
| Young-Jin Kim | 30,000 | 55,000 | 17,000 | |||
Compensation Recovery Policy
The Compensation Committee has adopted a compensation recovery policy (the “Clawback Policy”) in compliance with applicable SEC rules and Nasdaq listing standards, that provides for the recovery of certain incentive-based compensation paid or granted to our executive officers in the event we are required to restate our financial statements. The Clawback Policy provides that, in the event of the restatement of any financial reporting required under the securities laws, our board of directors (or applicable committee thereof) will take such actions as necessary to recover the portion of any incentive-
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based compensation that was granted, earned or vested based wholly or in part on the attainment of a financial reporting measure that exceeds the amount they would have received had their incentive-based compensation been calculated based on the financial restatement. The recovery period extends up to three years prior to the date that it is, or reasonably should have been, concluded that we are required to prepare a restatement. The Clawback Policy is enforced without consideration of responsibility or fault or lack thereof. The Clawback Policy is administered by our Compensation Committee.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.