As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Securities and Exchange Commission (“SEC”) Regulation S-K, we are providing the following information about the relationship between “Compensation Actually Paid,” as defined under SEC rules, to our Principal Executive Officer (“PEO”) and to our non-PEO NEOs (“Non-PEO NEOs”).
The following table sets forth the Compensation Actually Paid to the Company’s PEO and average Compensation Actually Paid to the Company’s Non-PEO NEOs for the six-month period ended December 31, 2024 and fiscal years ended June 30, 2024 and 2023, as reported in the Summary Compensation Table and with certain adjustments to reflect the Compensation Actually Paid. In addition, the table provides our cumulative Total Shareholder Return (“TSR”) and Net Income.
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| · · · · · · · · Average · · · · Value of Initial · · · |
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| · · Summary · · · · · Summary · · Average · · $100 Investment · · · |
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| | | Compensation | | Compensation | | Compensation | | Compensation | | Based On Total | | Net |
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| | | Table Total | | Actually Paid | | Table Total for | | Actually Paid | | Shareholder | | Income |
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| Period (1) · for PEO (2) · to PEO (3)(6) · Non-PEO NEOs (4) · to Non-PEO NEOs (5)(7) · Return · (in thousands) |
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| December 31, 2024 | | $668,014 | | $1,023,914 | | $323,380 | | $508,880 | | $118 | | $9,600 |
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| June 30, 2024 | | $2,803,317 | | $2,948,717 | | $1,420,306 | | $1,496,106 | | $102 | | $15,260 |
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| June 30, 2023 | | $1,027,531 | | $1,027,531 | | $440,912 | | $440,912 | | $91 | | $21,948 |
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| (1) | For the six-month period ended December 31, 2024 and the fiscal years ended June 30, 2024 and 2023. |
| (2) | Our PEO for each period presented was Mr. Amell. |
| (3) | The amounts shown above represent Compensation Actually Paid to Mr. Amell for each corresponding period, in accordance with the requirements of Item 402(v) of Regulation S-K. The adjustments in the below table were made to Mr. Amell’s total compensation in the Summary Compensation Table for each year to determine the Compensation Actually Paid pursuant to Item 402(v) of Regulation S-K. |
| (4) | These amounts reflect the average total compensation reported for the Company’s NEOs as a group (excluding Mr. Amell) in the “Total” column of the Summary Compensation Table in each applicable year. For each year presented the Non-PEO NEOs were Messrs. Hughes and Tomczak. |
| (5) | The amounts shown above represent the average Compensation Actually Paid to the Non-PEO NEOs for each corresponding year, in accordance with the requirements of Item 402(v) of Regulation S-K. The adjustments in the below table were made to the Non-PEO NEOs total compensation in the Summary Compensation Table for each year to determine the Compensation Actually Paid pursuant to Item 402(v) of Regulation S-K. |
| (6) | The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above for the PEO. The unvested award values are computed in accordance with the methodology used to account for stock-based compensation in the consolidated financial statements under generally accepted accounting principles. |
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| · · · December 31, · · · June 30, |
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| PEO | | | 2024 | | | 2024 | | | 2023 |
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| Summary Compensation Table Total | | | $668,014 | | | $2,803,317 | | | $1,027,531 |
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| Subtract Amounts Reported under the “Stock Awards” column in the Summary Compensation Table | | | — | | | (845,100) | | | — |
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| Subtract Amounts Reported under the “Option Awards” column in the Summary Compensation Table | | | — | | | (770,400) | | | — |
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| Add Fair Value of Awards Granted during year that Remain Unvested as of Year-End | | | — | | | 1,760,900 | | | — |
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| Add (Subtract) for Change in Fair Value from prior Year-End to current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End. | | | 355,900 | | | — | | | — |
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| Add (Subtract) for Change in Fair Value from prior Year-End to current Year-end of Awards Granted Prior to Year that Vested during the Year. | | | — | | | — | | | — |
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| Compensation Actually Paid | | | $1,023,914 | | | $2,948,717 | | | $1,027,531 |
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| (7) | The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above for the Non-PEO NEOs. The unvested award values are computed in accordance with the methodology used to account for stock-based compensation in the consolidated financial statements under generally accepted accounting principles. |
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| · · · December 31, · · · June 30, |
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| Non-PEO NEOs | | | 2024 | | | 2024 | | | 2023 |
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| Summary Compensation Table Total | | | $323,380 | | | $1,420,306 | | | $440,912 |
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| Subtract Amounts Reported under the “Stock Awards” column in the Summary Compensation Table | | | — | | | (469,500) | | | — |
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| Subtract Amounts Reported under the “Option Awards” column in the Summary Compensation Table | | | — | | | (385,200) | | | — |
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| Add Fair Value of Awards Granted during year that Remain Unvested as of Year-End | | | — | | | 930,500 | | | — |
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| Add (Subtract) for Change in Fair Value from prior Year-End to current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End. | | | 185,500 | | | — | | | — |
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| Add (Subtract) for Change in Fair Value from prior Year-End to current Year-end of Awards Granted Prior to Year that Vested during the Year. | | | — | | | — | | | — |
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| Compensation Actually Paid | | | $508,880 | | | $1,496,106 | | | $440,912 |
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The following charts illustrate the relationships between Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the Non-PEO NEOs to the Company’s cumulative TSR and Net Income, respectively for the six-month period ended December 31, 2024 (in accordance with SEC rules, the Compensation Actually Paid during this six-month period has not been annualized) and the fiscal years ended June 30, 2024 and 2023.
