The following table reports the compensation of our CEO and the average compensation of the other Named Executive Officers (non-CEO NEOs) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.
| Fiscal Year(1) · Summary Compensation Table Total for CEO(2) ($) · Compensation “Actually Paid” to CEO(3) ($) · Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) · Average Compensation “Actually Paid” to Non-CEO NEOs(3) ($) · Value of Initial Fixed $100 Investments Based on: · Net Income ($ in thousands)(5) · Net Revenues ($ in thousands)(6) · Adjusted EBITDA* ($ in thousands)(6) |
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| Company Total Shareholder Return(4) ($) · Peer Group Total Shareholder Return(4) ($) |
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| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
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| 2024 | 1,822,245 | 2,400,057 | 1,169,220 | 1,657,196 | 449.40 | 176.29 | 49,818 | 188,820 | 58,394 |
| 2023 | 1,339,208 | 2,488,616 | 602,344 | 1,140,988 | 298.22 | 137.07 | 27,127 | 169,997 | 34,295 |
| 2022 | 2,359,952 | 2,544,060 | 1,012,918 | 1,073,660 | 176.03 | 109.64 | 19,599 | 143,593 | 22,626 |
| 2021 | 1,243,026 | 1,324,206 | 556,143 | 667,086 | 155.41 | 144.19 | 15,413 | 114,035 | 20,063 |
| (1) | The CEO and non-CEO NEOs for each year reported were as follows: Richard Soloway (PEO); Kevin Buchel, Michael Carrieri, Stephen Spinelli (Non-CEO NEO’s). Andrew J. Vuono was a non-CEO NEO only for 2024 due to being hired in June of 2024. |
| (2) | The 2024 Summary Compensation Table totals reflected are as reported for the CEO and the average of the non-CEO NEOs for each of the fiscal years ended June 30, 2024, 2023, and 2022. |
| (3) | Compensation Actually Paid: The dollar amounts reported in columns (c) and (e) represent the amount of compensation “actually paid” to the CEO and the average amount of compensation “actually paid” to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The following table details the applicable adjustments that were made to the CEO’s and the Non-CEO NEOs’ total compensation for each year to determine the compensation “actually paid” (all amounts are averages for the Non-CEO NEOs other than the CEO). |
| Option Award Adjustments |
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| Fiscal Year(1) · Executives · Reported Summary Compensation Table (SCT) Total ($) · Stock Option Awards Deducted from SCT Totals ($) · Stock Option Awards Added to Compensation “Actually Paid” ($) · Total Compensation “Actually Paid”($) |
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| (a) · (b) · (c) · (d) |
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| 2024 | | CEO | | 1,822,245 | | — | | 577,812 | | 2,400,057 |
| Non-CEO NEOs | | 1,169,220 | | (674,900) | | 1,162,876 | | 1,657,196 | |
| 2023 | | CEO | | 1,339,208 | | (133,600) | | 1,283,008 | | 2,488,616 |
| Non-CEO NEOs | | 602,344 | | (111,333) | | 649,977 | | 1,140,988 | |
| 2022 | | CEO | | 2,359,952 | | (1,082,600) | | 1,266,708 | | 2,544,060 |
| Non-CEO NEOs | | 1,012,918 | | (532,017) | | 592,759 | | 1,073,660 | |
| 2021 | | CEO | | 1,243,026 | | — | | 81,180 | | 1,324,206 |
| Non-CEO NEOs | | 556,143 | | (108,682) | | 219,626 | | 667,086 | |
| (4) | The Company’s TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is determined based on the value of an initial fixed investment of $100 on June 30, 2020. The Peer Group TSR represents TSR of the Nasdaq Composite Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. |
| (5) | Represents, in thousands, the amount of net income, reflected in the Company’s audited financial statements for the year indicated. |
| (6) | The Company has identified Net Revenues and Adjusted EBITDA* as our company-selected measure, as it represents the most important financial measure used to link compensation actually paid to the CEO and the non-CEO NEOs in 2024 to the Company’s performance. We define Adjusted EBITDA as GAAP net income plus income tax expense, net interest expense, non-cash stock-based expense, non-recurring legal expense, other non-recurring income and depreciation and amortization expense. Non-GAAP operating income does not include amortization of intangibles or stock-based compensation expense. |
Relationship Between Pay and Performance: Compensation Actually Paid versus Company Performance
The Relationship between compensation actually paid and the Company’s financial performance over the three-year period shown in the tables above is shown in the tables below.
