DEF 14A of CSP Inc /Ma/
Filed Dec 30, 2025 · FY20250000356037-25-000070
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of five members. The board, upon recommendation of the Nominating Committee, unanimously nominated the four directors listed below for election to the Board at the Annual Meeting. Each of the four nominees currently serves as a member of the Board. Ms. Smith’s, a current Board member, term will end effective on February 9, 2026, and the Board will be set at four members. We are actively engaged in a search to replace her and we are committed to appointing a qualified candidate as soon as practical as an additional member of the Board. Directors elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. If you withhold authority to vote with respect to the election of any of our nominees, your shares will not be voted in favor of such nominee’s election. However, your shares will be counted for purposes of determining whether there is a quorum.
Nominees for Election
Nominees for Election Listed below are the nominees with his or her age, the year he or she was first elected as a director of the Company, his or her business experience, as well as the director’s particular experiences, qualifications, attributes and skills that led our Board to conclude that the director should serve as a member of our Board.
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Victor Dellovo (56) | Director of CSPI since August 2012, President and Chief Executive Officer since August 2012, Co-Chairman of the Board of Directors since February 2025, President of Modcomp’s worldwide operations since October 2010; President of Modcomp’s U.S. operations from October 2005 to September 2010; President of Modcomp’s Systems and Solutions division, a subsidiary of CSP Inc. from June 2003 to September 2005, following Modcomp’s acquisition of Technisource Hardware Inc., a company he co-founded in 1997. Mr. Dellovo is an industry veteran with more than 25 years of technology industry experience and leadership, as well as comprehensive knowledge of the Company and its operations. Prior to becoming our Chief Executive Officer Mr. Dellovo led our Modcomp Inc. subsidiary, currently known as CSPi Technology Solutions, for four years. He managed all facets of Modcomp Inc.’s domestic and international business, a role that provided him with insight into our operations and the challenges and opportunities faced by the Company. In addition, his prior positions with Technisource Hardware Inc. as an executive, a co-founder and in various sales and engineering positions have given him a strong knowledge and understanding of the technology industry. Mr. Dellovo’ s experience in the industry and in executive management, coupled with his in-depth knowledge of our Company, contributes to his selection as our President and CEO by our Board and facilitates the Board’s strategic and financial planning as well as other critical management functions. |
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Ismail “Izzy” Azeri (47) | Director of CSPI since January 2016; Executive Chairman of the Board of Directors since February 2025; President and Co-founder of mabl, a software company that uses machine intelligence to automate routine engineering tasks, from January 2017 to the present; Senior Product Manager-Cloud, for Google, responsible for pricing, packaging, and discount strategy across overall Google Cloud Platform businesses, from May 2014 to January 2017; Founder, President and Board Chairman of Stackdriver, a cloud-based infrastructure monitoring company that that was acquired by Google in January 2014 from July 2012-May 2014, which was acquired by Google in January 2014; Executive in Residence at Bain Capital Ventures, a venture capital firm, where he evaluated new investment opportunities within software landscape, from March 2012 to July 2012; various positions at Acronis, a leader in disaster recovery software for the SMB segment in sales and marketing and strategic and corporate development, from July 2009 to January 2012; Director corporate business development, VMware Inc., a software company, responsible for acquisitions, venture investments and strategy from May 2006-July 2009; served on the Boards of VMware International from 2006-2009 and Board advisor for VMTurbo from 2009 to 2023; various positions and corporate development, EMC Corp., computer storage company, from May 1996-May 2006. Mr. Azeri has 25 years of managerial experience in operations, strategic partnerships and business development for some of the leading technology organizations in the world. He provides the Board extensive experience in software, cloud and technology products and services, and an in-depth understanding of the software and cloud-based technology that will assist us with product and service strategy for both of our business segments. He is also an expert in technology with significant business development and strategic planning experience, plus he has Board experience. This expertise and experience qualify him to serve as a Board member. |
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Anthony Folger (53) | Director since December 2025, Executive Vice President and Chief Financial Officer at Progress Software (NASDAQ: “PRGS”), a provider of enterprise software products for the development, deployment and management of responsible, AI-powered applications, from January 2021 to the present; Chief Financial Officer and Treasurer at Carbonite (NASDAQ: “CARB”), a leading cloud-based data protection provider, from January 2013 until December 2020 when Carbonite was acquired by OpenText Corporation; Chief Financial Officer at Acronis, a leading provider of disaster recovery and secure access solutions, from November 2008 to December 2012 and as Corporate Controller from June 2006 to October 2008; Finance Director at Starent Networks, a leading provider of network infrastructure solutions for mobile operators, from January 2005 to June 2006; Audit Manager at PwC, from January 2004 to January 2005; Corporate Controller at Marketmax, a provider of planning software for the retail industry, from October 2001 to October 2003; Corporate Controller at Habama, a startup and provider of content management and collaboration solutions from July 2000 to July 2001; various positions within the audit practice of Deloitte, from July 1994 to July 2000. Mr. Folger has more than 30 years of financial and operational experience, including more than a decade serving as a public company chief financial officer. He has extensive experience with capital markets and his expertise in accounting, financial reporting and controls qualifies him as an “audit committee financial expert” under SEC rules and further qualifies him to serve as a member of the Board of Directors. |
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Stephen Webber (55) | Director since December 2025; Part-time Operating Partner with K1 Investments supporting portfolio company MariaDB, from October 2025 to the present; COO and CFO of Quickbase, a low code no code software company owned by Vista Equity, from October 2021 to April 2025; CFO of Carbon Black, a publicly traded security software company sold to VMware Inc. in October 2020 from March 2020 to September 2021; COO and CFO of Syniti, a private software and services company owned by Bridge Growth Partners from September 2017 to Match 2020; CFO of Cynosure, a publicly traded medical device technology company from October 2016 to September 2017, which was sold to Hologic in March 2017; various senior financial roles at EMC Corporation from April 1996 to September 2016 including SEC and corporate reporting, financial planning and analysis, financial business leader for the services division and software divisions; Audit Senior at Deloitte from September 1992 to April 1996 where he became a certified public accountant. Mr. Webber has over 30 years of financial management experience and was a Certified Public Accountant. His extensive executive management and financial experience adds invaluable knowledge to our Board. His expertise in accounting, financial reporting and controls and experience as a chief financial officer of both public and private companies qualifies him as an “audit committee financial expert” under SEC rules and further qualifies him to serve as a member of the Board of Directors. |
Nominees for Election
We believe that the qualifications for serving as a director of CSPI include significant accomplishment in a director’s field, together with an ability to make a meaningful contribution to the Board’s oversight of business affairs. Each director must also have an excellent record and reputation for honesty and ethical conduct in both his and her professional and personal activities. We consider Messrs. Azeri, Dellovo, Folger, and Webber to meet these qualifications, which the Board believes makes each of them well qualified to serve as a director of CSPI. The Board’s four director-nominees for election at the Annual Meeting – Victor Dellovo, Ismail “Izzy” Azeri, Anthony Folger, and Stephen Webber − have been recommended to the Board by the Nominating Committee and unanimously nominated. The Board of Directors unanimously recommends that you affirmatively vote “FOR” the election of each of Messrs. Azeri, Dellovo, Folger and Webber to serve as a director of the Company. Unless marked to the contrary, proxies received will be voted “FOR” the election of each of the nominees listed above.
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS The following table and footnotes provide certain information regarding the fiscal year 2025 compensation of CSPI’s non-employee directors.
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Izzy Azeri | $48,854 | $61,600 | $110,454 | | Marilyn Smith | $37,604 | $61,600 | $99,204 | | Anthony Folger(4) | $28,414 | $- | $28,414 | | Stephen Webber(4) | $28,414 | $- | $28,414 | | Charles Blackmon(3) | $9,401 | $32,275 | $41,676 | | C. Shelton James(3) | $13,776 | $64,550 | $78,326 |
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
Notes:
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 1. | Each non-employee director receives (a) a $23,000 annual cash retainer, (b) an additional $552 annual retainer for each Committee membership, (c) a meeting fee of $1,500 per quarterly board and committee meeting, and (d) out of pocket travel expenses in connection with the meetings. In addition, the non-executive Chairman of the Board receives an annual fee of $25,000, and the chairpersons of the Audit Committee and of the Compensation Committee each receives an annual fee of $7,500. Mr. James served as Chairman of the Board during fiscal 2025 until February 3, 2025 when Mr. Azeri became the Chairman. |
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 2. | The amounts reported represent the grant date fair value of restricted stock awards (RSAs) granted in fiscal year 2025, calculated based on the closing stock price on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation-Stock Compensation (“ASC 718”). The following summarizes the unvested RSAs held by each director above on September 30, 2025, that have not vested: Azeri – 5,000, Smith – 5,000, Blackmon – 2,500, James – 5,000. These shares vest one year from the grant date. |
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 3. | Messrs. Blackmon and James term for a non-employee director ended on February 3, 2025, and both received prorated compensation for fiscal year 2025. |
2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 4. | Messrs. Webber and Folger joined the Board of Directors on December 20, 2025, and both received prorated compensation for fiscal year 2025. |
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation(5) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(8) ($) (h) | All Other Compensation(9) ($) (i) | Total ($) (j) | | Victor Dellovo, President and CEO | 2025 | $486,675 | — | $431,200(1) | — | $93,230(6) | $2,366 | $23,477 | $1,036,948 | | | 2024 | $472,500 | — | $637,000(2) | — | $65,438(7) | $(39,905) | $63,544 | $1,198,577 | | Gary Levine, CFO, Treasurer and Secretary | 2025 | $219,906 | — | $117,040(3) | — | $9,608(6) | $(21,392) | $3,867 | $329,317 | | | 2024 | $213,500 | — | $154,700(4) | — | $9,608(7) | $(34,206) | $3,754 | $347,356 | | Gary Southwell, Vice President and General Manager of High Performance Products (HPP) | 2025 | $221,449 | — | $258,200(3) | — | $13,102(6) | $— | $3,845 | $496,596 | | | 2024 | $215,000 | — | $273,000(4) | — | $13,102(7) | $— | $3,762 | $504,864 | | Mike Newbanks, Vice President of Finance and CAO | 2025 | $183,855 | — | $117,040(3) | — | $65,825(6) | $— | $3,879 | $370,599 | | | 2024 | $178,500 | — | $154,700(4) | — | $38,033(7) | $— | $3,124 | $374,357 |
2025 SUMMARY COMPENSATION TABLE
Notes:
2025 SUMMARY COMPENSATION TABLE
| 1. | On September 25, 2025, Mr. Dellovo received a restricted stock award of 35,000 shares of common stock. The grant date fair value per share of restricted stock was $12.32, the closing price on the date of award. The restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2025 SUMMARY COMPENSATION TABLE
| 2. | On January 5, 2024, Mr. Dellovo received a restricted stock award of 70,000 shares of common stock. The grant date fair value per share of restricted stock was $9.10, the closing price on the date of award. The restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2025 SUMMARY COMPENSATION TABLE
| 3. | On September 25, 2025, Messrs. Levine and Newbanks each received a restricted stock award of 9,500 shares of common stock. The grant date fair value per share of restricted stock was $12.32, the closing price on the date of award. On November 15, 2024, Mr. Southwell received a restricted stock award of 20,000 shares of common stock. The grant date fair value per share of restricted stock was $12.91, the closing price on the date of award. Each restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2025 SUMMARY COMPENSATION TABLE
| 4. | On January 5, 2024, Messrs. Levine and Newbanks each received a restricted stock award of 17,000 shares of common stock. On January 5, 2024, Mr. Southwell received a restricted stock award of 30,000 shares of common stock. The grant date fair value per share of restricted stock was $9.10, the closing price on the date of award. Each restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2025 SUMMARY COMPENSATION TABLE
| 5. | Payments are based on achievement of the (i) Company earnings before taxes (EBIT) per share target for Messrs. Dellovo, Levine and Newbanks and HPP revenue and operating income for Mr. Southwell, which represented 85% of the target Non-Equity Incentive Plan Compensation in 2025 and 2024 and (ii) Key Performance Indicators (KPI) for such named executive officer, which represented 15% of the target. (iii) in 2025 and 2024 if the Company earnings before tax bonus wasn’t achieved and TS division achieved its EBIT targets Messrs. Dellovo and Newbanks would achieve a Special bonus of $50,000 in fiscal year 2025 and fiscal year 2024 and the bonus would increase for overachieving the target. In 2025 and 2024 Messrs. Dellovo and Newbanks bonuses were calculated for both EBIT and TS bonuses and the larger of two calculations was the amount paid to the named executive officer. |
2025 SUMMARY COMPENSATION TABLE
| 6. | Mr. Dellovo had a target bonus of 50% of his base salary, of which 85% was based on achievement of EBIT goals and 15% was based on KPI. Mr. Levine had a target bonus of 30% of base salary, of which 85% was based on the achievement of EBIT goals and 15% was based on KPI. Mr. Southwell had a target bonus of 50% of his base salary, of which 85% was based on the achievement of HPP revenue and operating income goals and 15% of which was based on KPI. Mr. Newbanks’ bonus was based on the TS Division operational results and KPIs. In 2025, Non-Equity Incentive Plan Compensation was based on the levels of achievement of these goals, Messrs. Dellovo, Levine, and Newbanks did not receive bonuses related to EBIT goals as 0% of the goals were achieved. Dellovo and Newbanks received a special $57,792 bonus for TS Division operational results, as described above, in addition to their KPI bonus. Levine received his KPI bonus. Mr. Southwell received a bonus related to his KPI, but did not receive any incentive compensation related to HPP revenue and operating income. |
2025 SUMMARY COMPENSATION TABLE
| 7. | Mr. Dellovo had a target bonus of 50% of his base salary, of which 85% was based on achievement of EBIT goals and 15% was based on KPI. Mr. Levine had a target bonus of 30% of base salary, of which 85% was based on the achievement of EBIT goals and 15% was based on KPI. Mr. Southwell had a target bonus of 50% of his base salary, of which 85% was based on the achievement of HPP revenue and operating income goals and 15% of which was based on KPI. Mr. Newbanks’ bonus was based on the TS Division operational results and KPIs. In 2025, Non-Equity Incentive Plan Compensation was based on the levels of achievement of these goals, Messrs. Dellovo, Levine, and Newbanks did not receive bonuses related to EBIT goals as 0% of the goals were achieved. Dellovo and Newbanks received a special $30,000 bonus for TS Division operational results, as described above, in addition to their KPI bonus. Levine received his KPI bonus. Mr. Southwell received a bonus related to his KPI, but did not receive any incentive compensation related to HPP revenue and operating income. |
2025 SUMMARY COMPENSATION TABLE
| 8. | The Company provides to Messrs. Dellovo and Levine a supplemental “death benefit” retirement plan. The benefits are vested for Mr. Levine. Upon retirement, the plan provides for an annual payout of approximately $250,000 for five years for Mr. Dellovo and $50,000 for twenty years for Mr. Levine. For more information, see Note 13 to our Consolidated Financial Statements as of and for the years ended September 30, 2025, and 2024 filed with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. |
2025 SUMMARY COMPENSATION TABLE
| 9. | Mr. Dellovo received $7,912 and $7,574 in employer contributions to his 401(k) plan for 2025 and 2024 respectively. In fiscal year 2025 and 2024 Dellovo incurred $15,565 and $15,565 of expenses for the car Mr. Dellovo’s uses that was purchased by the Company. In fiscal year 2024 an undocumented compensation program allowed Mr. Dellovo to use credit card points for his own use. Mr. Dellovo also received $40,405 related to the use of credit card points. The credit card point program was terminated on August 16, 2024 and Mr. Dellovo paid back $4,822. For Messrs. Levine, Southwell, and Newbanks the amounts of All Other Compensation for 2025 and 2024, respectively, were for the employer’s contributions to the 401(k) plan. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our company for each of the last two completed fiscal years. The table below presents information on the compensation of our principal executive officer (“PEO”) and our other named executive officers (“NEOs”) in comparison to certain performance metrics for 2025 and 2024. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Compensation of Executive Officers.”
PAY VERSUS PERFORMANCE
| Year | Summary compensation table total for (PEO)(1) | Compensation actually paid to PEO(2) | Average summary compensation table total for non-PEO NEOs(3) | Average compensation average actually paid to non-PEO NEOs(4) | Value of initial fixed $100 investment based on Total Shareholder Return (TSR) (5) | Net (Loss) Income(6) | | 2025 | $1,036,948 | $1,183,466 | $398,837 | $407,166 | $89.84 | $(91,000) | | 2024 | $1,198,577 | $2,028,516 | $408,859 | $601,982 | $149.66 | $(326,000) |
PAY VERSUS PERFORMANCE
| (1) The amounts of total compensation reported for Mr. Dellovo, our PEO, for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The amounts represent the executive compensation actually paid to Mr. Dellovo as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual compensation earned or paid to Mr. Dellovo during the applicable fiscal year. See the table directly below these footnotes for calculation. |
PAY VERSUS PERFORMANCE
| (3) The amounts reported represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The non-PEO NEOs include Gary Levine, CFO, Treasurer and Secretary, Gary Southwell, Vice President and General Manager of High Performance Products (HPP), and Mike Newbanks, Vice President of Finance and CAO. |
PAY VERSUS PERFORMANCE
| (4) The amounts reported represent the average amount of executive compensation actually paid for the non-PEO NEOs as a group as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable fiscal year. See the table directly below these footnotes for calculation. |
PAY VERSUS PERFORMANCE
| (5) Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price as the end and the beginning of the measurement period by the Company’s share price as the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (6) Net loss is the amount of net loss reflected in the Company’s audited financial statements for the applicable fiscal year. |
PAY VERSUS PERFORMANCE
The table below represents the amount of compensation actually paid to the PEO and average for Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual compensation earned or paid during the applicable fiscal year.
PAY VERSUS PERFORMANCE
| | PEO | | Average for Non-PEO NEO’s | | | | 2025 | 2024 | 2025 | 2024 | | Total from Summary Compensation Total (SCT) | $1,036,948 | $1,198,577 | $398,837 | $408,859 | | Less the amounts or average amounts reported under the Stock Awards column in the SCT | $(431,200) | $(637,000) | $(164,093) | $(194,133) | | Plus year-end value of stock grants awarded in the applicable fiscal year that are unvested and outstanding as of the end of the applicable fiscal year | $404,250 | $909,300 | $150,150 | $277,120 | | Plus the change in fair value of prior year awards that are outstanding and unvested as of the end of the applicable fiscal year | $(153,360) | $447,320 | $(39,360) | $91,160 | | Plus the change in fair value as of the vesting date of prior year awards that vested at the end of or during the applicable fiscal year | $231,235 | $28,075 | $45,648 | $5,340 | | Add dividends paid in fiscal year | $95,593 | $82,244 | $15,984 | $13,637 | | Equals compensation actually paid in fiscal year | $1,183,466 | $2,028,516 | $407,166 | $601,982 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The table below shows outstanding equity awards held by our named executive officers as of the fiscal year ended September 30, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Grant Date of Shares of Stock That Have Not Vested | Number of Shares of Stock that have not Vested(1) (#) (g) | Market Value of Shares of Stock that have not Vested(2) ($) (h) | | Victor Dellovo | — | — | — | — | 1/6/2022 | 19,000 | $219,450 | | | — | — | — | — | 1/6/2023 | 35,000 | $404,250 | | | — | — | — | — | 1/5/2024 | 52,500 | $606,375 | | | — | — | — | — | 9/25/2025 | 35,000 | $404,250 | | Gary Levine | — | — | — | — | 1/6/2022 | 3,500 | $40,425 | | | — | — | — | — | 1/6/2023 | 8,500 | $98,175 | | | — | — | — | — | 1/5/2024 | 12,750 | $147,263 | | | — | — | — | — | 9/25/2025 | 9,500 | $109,725 | | Gary Southwell | — | — | — | — | 1/6/2022 | 3,000 | $34,650 | | | — | — | — | — | 1/6/2023 | 7,000 | $80,850 | | | — | — | — | — | 1/5/2024 | 22,500 | $259,875 | | | — | — | — | — | 11/15/2025 | 20,000 | $231,000 | | Mike Newbanks | — | — | — | — | 1/6/2022 | 3,500 | $40,425 | | | — | — | — | — | 1/6/2023 | 8,500 | $98,175 | | | — | — | — | — | 1/5/2024 | 12,750 | $147,263 | | | — | — | — | — | 9/25/2025 | 9,500 | $109,725 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
Notes:
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| 1. | The restricted stock awards vest in equal installments on the first four anniversaries of the grant date. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| 2. | Value is calculated by multiplying the number of restricted stock awards that have not vested by the closing price of our common stock on the NASDAQ Global Market ($11.55) on September 30, 2025. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
PROPOSAL TWO: