DEF 14A of Lifevantage Corp, Sep 20, 2024

DEF 14A of Lifevantage Corp

Filed Sep 20, 2024 · FY20240000849146-24-000106

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Our Board currently consists of the following eight individuals: Rajendran Anbalagan, Michael A. Beindorff, Steven R. Fife, Raymond B. Greer, Dayton Judd, Cynthia Latham, Darwin K. Lewis and Garry Mauro. Each of these individuals will be standing for election at our Annual Meeting. Currently, the authorized size of the Board is eight directors, comprised of the eight individuals listed above. Each director elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or, if sooner, until the director’s death, resignation, or removal. We encourage all directors to attend the Annual Meeting. All of the seven directors who were serving as of last year’s annual meeting of stockholders attended that meeting. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares represented by a duly executed proxy will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxy, unless contrary instructions are given. Each of the Company’s nominees for election has agreed to serve as a nominee, be named in a proxy statement and serve as a director, if elected. Our management has no reason to believe that any of the Company’s nominees will be unable to serve. Dayton Judd was appointed to our Board and is a nominee for election as a director at the Annual Meeting in connection with the Cooperation Agreement. Other than the Cooperation Agreement, there are no arrangements or understandings between any Company nominee and any other person pursuant to which he or she was selected as a Company nominee. See the section entitled “Corporate Governance – Cooperation Agreement” for additional information relating to the Cooperation Agreement. The following information is furnished with respect to each of the nominees for election as director at the Annual Meeting as of the Record Date.

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Name | Age | Position with Company | | Mr. Rajendran Anbalagan | 48 | Independent Director | | Mr. Michael A. Beindorff | 72 | Independent Director | | Mr. Steven R. Fife | 64 | President, Chief Executive Officer, and Director | | Mr. Raymond B. Greer | 61 | Chairman, Independent Director | | Mr. Dayton Judd | 53 | Independent Director | | Ms. Cynthia Latham | 66 | Independent Director | | Mr. Darwin K. Lewis | 65 | Independent Director | | Mr. Garry Mauro | 76 | Independent Director |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    MR. RAJENDRAN ANBALAGAN. Mr. Anbalagan has been an independent member of our Board since August 2024. He has over 20 years of experience managing and executing large technology and e-commerce programs. Mr. Anbalagan has served as Chief Information and Product Transformation Officer at Caesars Entertainment (“Caesars”) since June 2023, where he is responsible for technology and digital growth of the company. Prior to joining Caesars, from December 2011 to May 2023, Mr. Anbalagan served as Senior Vice President of Digital Technology & Innovation at Panera LLC (“Panera”), where he was responsible for guiding product strategy on digital technology advancements, growth innovation, and enterprise architecture. Prior to joining Panera, from 1998 to 2011, Mr. Anbalagan worked in various executive leadership positions at AT&T, overseeing global distribution organization and technology integration across a multitude of products and platforms. Mr. Anbalagan earned a Bachelor of Computer Science and Engineering from the University of Madras in 1997 and a Master of Business Administration from University of Missouri-Saint Louis in 2008. The Board believes that Mr. Anbalagan’s extensive technology experience and transformational digital skills qualify him to serve on the Board. MR. MICHAEL A. BEINDORFF. Mr. Beindorff has been an independent member of our Board since January 2012. He is an accomplished leader and board director with diverse experience in transformational leadership, public, private, and not-for-profit board service, general management, strategic planning, digital transformation, marketing, and branding and operations across a variety of business environments large and small. He is currently Managing Partner of BJ Capital Partners LLC, a firm focused on syndicating investments in multi-family and other commercial real estate properties, a role he has held since 2022. He has also served on the boards of The World Poker Tour, the California Higher Education Loan Authority, and PlanetRX.com, among other board and advisory roles. From 2008 to 2022, Mr. Beindorff served as Principal of The Far Niente Group, a private investment entity focused on investing for long-term capital appreciation. From 2004 to 2008, he served as Chief Operating Officer of Exclusive Resorts, a private club for luxury travel experience. From 2002 to 2004, he served as Principal and President of the Greentree Group, a management consultancy focused on helping clients build strong brands and effective business models. From 1999 to 2002, he served first as President and COO and then as Chairman and Chief Executive Officer of PlanetRx.com, an internet pharmacy and on-line health portal. From 1995 to 1999, he served as Executive Vice President of Marketing, Operations and Product Management for VISA. Previously, he held various positions leading global advertising, marketing and brand management for Rhodes Furniture (1993 to 1995) and The Coca-Cola Company (1978 to 1993). Mr. Beindorff received his Bachelor of Science degree in Business Administration from the University of Alabama and his Masters of Business Administration from the Goizueta Business School at Emory University. The Board believes that Mr. Beindorff’s accomplishments and long-term experience as a leader of business sectors qualifies him to serve on the Board. MR. STEVEN R. FIFE. Mr. Fife was appointed as our Chief Financial Officer in March 2017, as our Interim President and Chief Executive Officer in September 2020, and as our President and Chief Executive Officer and a member of our Board in February 2021. Prior to joining our Company, Mr. Fife served as Chief Financial Officer for Evidera, Inc. (“Evidera”), a private equity sponsored professional services firm, from May 2014 to June 2016. Prior to joining Evidera, from October 2012 to December 2013, Mr. Fife served as Chief Financial Officer for Active Power, Inc., a publicly traded producer of kinetic energy storage systems that was later sold to Piller Power Systems Inc. In addition, from March 2011 to August 2012, Mr. Fife served as Interim Chief Financial Officer for Women’s Initiative for Self Employment, and from April 2007 to August 2010 as the Executive Vice President and Chief Financial Officer of LECG. Mr. Fife also served in a variety of financial roles for Gilead Sciences, Amkor Technologies and JDS Uniphase. Mr. Fife began his career at Deloitte and is a Certified Public Accountant. Mr. Fife also serves on the board of directors for LifeVantage Legacy, Inc. Mr. Fife earned his Bachelor of Science degree in Accounting from Brigham Young University. The Board believes Mr. Fife’s broad experience as a chief financial officer with multiple well respected organizations, as well as his current role as President and Chief Executive Officer of the Company, qualifies him to be on the Board. MR. RAYMOND B. GREER. Mr. Greer has been an independent member of our Board since February 2017 and has served as the Chair of our Board since November 2023. Mr. Greer has over 35 years of technology and supply chain experience. Since February 2022, Mr. Greer has served as an Operating Partner for Welsh Carson Anderson & Stowe, a private equity firm, where he focuses on Supply Chain technology investments. Previously he served as the Chief Executive Officer of Omnitracs, LLC, a Vista Equity backed provider of innovative software and SaaS fleet management solutions serving the transportation sector from February 2018 to July 2021. Prior to that, from February 2011 to February 2018, Mr. Greer served as the President of BNSF Logistics, LLC, an international third-party logistics provider and a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC, a Berkshire Hathaway company. From March 2005 to January 2010, Mr. Greer served as President and Chief Executive Officer of Greatwide Logistics Services, a non-asset based logistics and transportation services company. From December 2002 to March 2005, Mr. Greer served as President and Chief Executive Officer for Newgistics, Inc., a reverse logistics company. Mr. Greer has also held senior management positions for Ryder and FedEx Corporation. From 2010 to 2018, Mr. Greer served as a director of DCT Industrial Trust, an industrial Real Estate Investment Trust. Mr. Greer earned a Bachelor of Science degree in Mathematics from the University of Utah and an Executive Masters in Information Systems & Telecommunications from Christian Brothers University. Mr. Greer brings to our Board deep experience in international logistics, supply chain management and technology. The Board believes that Mr. Greer’s sustained leadership experience in supply chain and technology related fields provides important insight in the Company’s corporate strategy, which qualifies him to be on the Board.

  4. PROPOSAL 1 - ELECTION OF DIRECTORS

    MR. DAYTON JUDD. Mr. Judd has been an independent member of our Board since February 2024. Mr. Judd has served as the Chief Executive Officer of FitLife Brands, Inc. (NASDAQ: FTLF) ("FitLife"), a national provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers, since February 2018, and founder and Managing Member of Sudbury Capital Management, LLC, a provider of investment advisory services, since 2012. Prior to that, he served as a Portfolio Manager for Q Investments, L.P., a multi-billion-dollar hedge fund, from 2007 through 2011, and held various positions at McKinsey & Company, Inc., a global management consulting firm, from 1996 to 1998 and again from 2000 to 2007. Mr. Judd currently serves as Chairman of FitLife, where he has served as a director since 2017. Mr. Judd also serves as a director of Optex Systems Holdings, Inc. (NASDAQ: OPXS), a manufacturer of optical sighting systems and assemblies, where he has served as a director since October 2022, and as Audit Committee Chair. Mr. Judd is a Certified Public Accountant. He received his Masters of Business Administration with high distinction from Harvard Business School, where he was a Baker Scholar, and earned his Master of Science and Bachelor of Science degrees, summa cum laude, in Accounting from Brigham Young University. The Board believes that Mr. Judd's leadership experience in nutritional supplements and financial fields qualifies him to be on the Board. MS. CYNTHIA LATHAM. Ms. Latham has been an independent member of our Board since February 2022. Ms. Latham brings more than 35 years of experience in direct selling, marketing and new product development and was recognized in 2017 as Chief Marketing Officer of the Year by the Phoenix Business Journal for spearheading efforts to drive double digit revenue growth at Plexus Worldwide. She currently serves as President of Latham Consulting Services, a marketing consulting firm specializing in driving revenues through direct selling, new product development, and strategic market planning and has been in that role since February 2014. From February 2016 to April 2018, she served as Chief Marketing Officer at Plexus Worldwide, a direct selling company, where she led the full rebranding of the company, built an award-winning marketing, research and development organization and drove significant revenue growth. From May 1996 to February 2014, she worked at Shaklee Corporation, a manufacturer and distributor of natural supplements and beauty and household products and was promoted to Senior Vice President of Marketing in 2004. During her tenure, she was responsible for marketing, new product development, research and development, corporate branding, market research, creative services, business development, and environmental and sustainability initiatives. From June 1993 to April 1996, she was Vice President of Marketing at the direct selling company, Quorum International, where she launched one of the first at-home skin care treatment devices in the U.S. She also created and launched new product categories that generated 40% of the business within six months of launch. Ms. Latham has contributed to multiple product patents, and holds her Bachelor of Arts degree with honors from Carleton College and her Master of Business Administration from St. Thomas University. Ms. Latham brings to our Board extensive experience in direct selling, marketing and new product development. The Board believes that Ms. Latham’s leadership experience in direct selling, marketing and new product development within the direct selling industry qualifies her to be on the Board. MR. DARWIN K. LEWIS. Mr. Lewis has been an independent member of our Board since February 2017. In February 2018, Mr. Lewis retired from a career at SC Johnson & Son, Inc. (“SC Johnson”), a global consumer packaged goods company that he joined in 1981. During his career at SC Johnson, Mr. Lewis held a number of sales, marketing, acquisition and general manager positions both domestically and abroad. From July 2015 until his retirement, Mr. Lewis served as the Senior Vice President-Global Sales and Chief Customer Officer at SC Johnson. Prior to that, Mr. Lewis’ roles at SC Johnson included Senior Vice President of North American Sales and Chief Customer Officer (from November 2008 to June 2015), Vice President, Group General Manager in Greater China (from 2005 to 2008), Vice President of North American Sales (from 2000 to 2004), and President and General Manager over SC Johnson Canada (from 1997 to 2000). Prior to 1997, Mr. Lewis served in various other roles at SC Johnson including National Director of Special Business, Division Sales Director over the Midwest Division, Marketing Associate, Sales Director, Director of Trade Marketing and Area Manager and Division Sales Director. Mr. Lewis earned his Masters of Business Administration from the University of Colorado and his Bachelor of Science degree in Business Administration from the University of Minnesota. Mr. Lewis brings to our Board extensive experience in managing sales and international operations in a global consumer goods business. The Board believes that Mr. Lewis’s pedigree of success at every level of corporate leadership and his understanding of sales, marketing and consumer packaged goods strategies qualifies him to be on the Board. MR. GARRY MAURO. Mr. Mauro has been an independent member of our Board since April 2008 and served as the Chair of our Board from November 2013 to November 2023. Mr. Mauro is currently a practicing attorney in Texas and the District of Columbia. Mr. Mauro also currently serves as a Senior Advisor for EnTrust Global, a New York-based hedge fund. He has worked for over 30 years at the local, state and national levels on behalf of both private and public sector entities. From 1983 to 1999, he served as Commissioner of the Texas General Land Office overseeing the management of more than 20 million acres of state land, 18,000 oil and gas wells, and the state’s benefit program for Veterans. During his tenure as Commissioner, he also chaired the Veterans Land Board, the School Land Board, the Parks and Wildlife Board For Lease, the Texas Department of Corrections Board For Lease, the Permanent University Fund Board For Lease, the Coastal Coordination Council and the Texas Alternative Fuels Council and co-chaired the Sustainable Energy Development Council. He has received numerous honors and awards for his civic and philanthropic contributions in environmental, political and business arenas, including the “Man of the Year Award” from the Texas League of Women Voters and the “Rising Star of Texas Award” from Texas Business Magazine. In 1998, he was the Texas Democratic Party nominee for Governor. Mr. Mauro earned his Bachelor of Business Administration in Marketing from Texas A&M University, and his Juris Doctor from University of Texas at Austin. Mr. Mauro’s broad range of expertise brings to our Board experience in management and operations as well as strong leadership and oversight. The Board believes that Mr. Mauro’s extensive legal and political experience and dedicated philanthropic and leadership efforts in sustainability and environmental initiatives qualifies him to be on the Board.

  5. THE 2017 LONG-TERM INCENTIVE PLAN

    THE 2017 LONG-TERM INCENTIVE PLAN Our Board is recommending that our stockholders approve an amendment to the 2017 Plan to remove individual grant limitations under the 2017 Plan and certain performance-based provisions, both of which are no longer applicable following the repeal of the performance-based exemption in Section 162(m) of the Internal Revenue Code, as amended (the “Code”). If the amendment is approved by stockholders, no other changes will be made to the 2017 Plan, including the maximum number of shares available for issuance under the 2017 Plan. Our Board approved the amendment on August 26, 2024 (the “Amendment”), subject to stockholder approval. As of September 16, 2024, the Record Date, there were awards with respect to 71,500 option shares and 880,799 shares of restricted stock and restricted stock units outstanding under the 2017 Plan, assuming at-target achievement of outstanding performance-based awards. As of September 16, 2024, the number of shares available for grant under the 2017 Plan was 1,152,125, assuming that all performance-based restricted stock units vest at 200% of target (maximum performance achievement), or 1,595,446 shares assuming target (100%) achievement level. The fair market value of a share of our common stock (as determined by the closing price quoted on the Nasdaq Stock Market ("Nasdaq") on the Record Date) was $9.93. Our Board believes the Amendment to the 2017 Plan is important to remove provisions that are no longer necessary and limit our capability to make certain grants of long-term equity awards to our employees. The complete text of the 2017 Plan, as proposed to be amended, is attached as Annex A to this proxy statement. Stockholders are urged to review it together with the following information, which is qualified in its entirety by reference to the complete text of the 2017 Plan. If there is any inconsistency between the description of the 2017 Plan included in this proxy statement and the terms of the 2017 Plan, the terms of the 2017 Plan shall govern. Key features of the 2017 Plan include: • Equity awards must be granted with a vesting period of at least one year; • Prohibition on issuance of discounted options/stock appreciation rights; • Prohibition on repricing and cash buyouts; • Prohibition on dividend payments on unvested shares; and • Shares used to pay the exercise price of an option or stock appreciation right granted under either the 2017 Plan or the Company’s 2010 Long-Term Incentive Plan (the “2010 Plan”), or to satisfy tax withholding obligations for an option or stock appreciation right granted under the 2017 Plan or the 2010 Plan will not become available for future grant under the 2017 Plan.

  6. Description of the 2017 Plan

    Description of the 2017 Plan On December 6, 2016, our Board approved the 2017 Plan, which was subsequently approved by our stockholders at our fiscal year 2017 Annual Stockholders Meeting. The 2017 Plan permits the discretionary award of incentive stock options, non-statutory stock options, restricted stock, stock units, stock appreciation rights and performance-based cash awards to eligible service providers.

  7. General Plan Administration

    General Plan Administration Eligibility to Receive Awards. Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 2017 Plan. The compensation committee determines, in its discretion, the eligible persons who will be granted awards under the 2017 Plan. As of September 16, 2024, approximately 169 employees (including each of our executive officers) and each of our non-employee directors were eligible to participate in the 2017 Plan. Administration of the 2017 Plan. Our Board has determined that its compensation committee will administer the 2017 Plan. Subject to the terms of the 2017 Plan, the compensation committee has the sole discretion, among other things, to: • select the individuals who will receive awards; • determine the terms and conditions of awards (for example, performance conditions, if any, and vesting schedule); • correct any defect, supply any omission, or reconcile any inconsistency in the 2017 Plan or any award agreement; • accelerate the vesting, extend the post-termination exercise term or waive restrictions of any awards at any time and under such terms and conditions as it deems appropriate; and • interpret the provisions of the 2017 Plan and outstanding awards. The compensation committee may also use the 2017 Plan to issue shares under other plans or sub-plans as may be deemed necessary or appropriate, such as to provide for participation by non-U.S. employees and those of any of our subsidiaries and affiliates. In addition, awards are subject to our recoupment policy, which was amended most recently in November 2023. We will indemnify the members of our Board, the compensation committee, and their delegates to the maximum extent permitted by applicable law for actions taken or not taken regarding the 2017 Plan.

  8. Types of Awards

    Types of Awards Awards issued under the 2017 Plan will be evidenced by a written agreement entered into between our Company and the participant. Such agreements will recite the specific terms and conditions of the award. Stock Options. A stock option is the right to acquire shares at a fixed exercise price over a fixed period of time. The compensation committee will determine the number of shares covered by each stock option and the exercise price of the shares subject to each stock option, but such per share exercise price cannot be less than the fair market value of our common stock on the date of grant of the stock option. Stock options granted under the 2017 Plan may be either incentive stock options (“ISOs”) or non-statutory stock options (“NSOs”). As required by the Code and applicable regulations, ISOs are subject to various limitations. For example, the exercise price for any ISO granted to any employee owning more than 10% of our common stock may not be less than 110% of the fair market value of our common stock on the date of grant and the ISO must expire not later than five years after the grant date. The aggregate fair market value (determined at the date of grant) of common stock subject to all ISOs held by a participant that are first exercisable in any single calendar year cannot exceed $100,000. ISOs may not be transferred other than upon death, or to a revocable trust where the participant is considered the sole beneficiary of the stock option while it is held in trust. The 2017 Plan, as proposed to be amended, provides that no more than 5,105,000 shares may be issued pursuant to the exercise of ISOs, subject to the 2017 Plan’s share recycling provision. A stock option granted under the 2017 Plan cannot be exercised until it becomes vested. The compensation committee establishes the vesting schedule of each stock option at the time of grant, subject to the minimum vesting requirement described below. The maximum term life for stock options granted under the 2017 Plan may not exceed 10 years from the date of grant. The exercise price of each stock option granted under the 2017 Plan must be paid in full at the time of exercise, either with cash or through a broker-assisted “cashless” exercise and sale program, or through another method approved by the compensation committee. The optionee must also make arrangements to pay any taxes that we are required to withhold at the time of exercise. Stock Appreciation Rights. A stock appreciation right, or “SAR,” is the right to receive, upon exercise, an amount equal to the excess of the fair market value of the shares of common stock on the date of the SAR’s exercise over the fair market value of the shares of common stock covered by the exercised portion of the SAR on the date of grant. The compensation committee determines the terms of SARs including the exercise price (provided that such per share exercise price cannot be less than the fair market value of our common stock on the date of grant), the vesting, and the term of the SAR, subject to the minimum vesting requirement described below. The maximum term life for SARs granted under the 2017 Plan may not exceed 10 years from the date of grant. The compensation committee may determine that a SAR will only be exercisable if our Company satisfies performance goals established by the compensation committee. Settlement of a SAR may be in shares of common stock or in cash, or any combination thereof, as the compensation committee may determine. Restricted Stock. Awards of restricted stock are shares of common stock that vest in accordance with the terms and conditions established by the compensation committee. The compensation committee also will determine any other terms and conditions of an award of restricted shares. In determining whether an award of restricted shares should be made, and/or the vesting schedule for any such award, the compensation committee may impose whatever conditions to vesting as it determines to be appropriate, subject to the minimum vesting requirement described below. For example, the compensation committee may determine that an award of restricted shares will vest only if we satisfy performance goals established by the compensation committee. Stock Units. Stock units are the right to receive a share of our common stock at a future date after the grant. The compensation committee will determine all of the terms and conditions of an award of stock units, including the vesting period, subject to the minimum vesting requirement described below. Upon each vesting date of a stock unit, the holder thereof will be entitled to receive a number of shares on the settlement date. The compensation committee may determine that an award of stock units will vest only if our Company satisfies performance goals established by the compensation committee. Payment for vested stock units may be in shares of common stock or in cash (in an amount equal to the fair market value of the shares), or any combination thereof, as the compensation committee may determine. Settlement of stock units will generally occur within 30 days of vesting unless the participant has timely elected to defer such compensation. Cash Awards. We may also award cash-based performance bonus opportunities to participants under the 2017 Plan. Such awards will be (1) payable in cash and (2) paid based on achievement of performance goal(s). Performance Goals. The 2017 Plan permits the issuance of awards with performance-based vesting and provides the compensation committee the flexibility to determine the appropriate performance goals. These goals may include Company-wide objectives and/or objectives that are related to individual performance, or a combination of both. Minimum Vesting Requirement for Awards. Awards granted under the 2017 Plan on or after July 1, 2018 are subject to a minimum vesting requirement that provides that the award may not vest, become exercisable or be settled prior to the first anniversary of the grant date for the award. The minimum vesting requirement does not apply to the following: (1) up to 5% of the aggregate number of shares reserved for issuance under the 2017 Plan; (2) in the context of a change of control or similar acquisition of our Company; or (3) with respect to an award held by a participant whose service with us terminates as a result of his or her death or disability. Limited Transferability of Awards. Awards granted under the 2017 Plan generally are not transferable other than upon death, or pursuant to a court-approved domestic relations order. However, the compensation committee may in its discretion permit awards other than ISOs to be transferred. Generally, where transfers are permitted, they will be permitted only by gift to a member of the participant’s immediate family or to a trust or other entity for the benefit of the member(s) of the participant’s and/or his or her immediate family. Termination of Employment, Death or Disability. The compensation committee will determine the effect of the termination of employment on awards, which determination may be different depending on the nature of the termination, such as terminations due to cause, resignation, death, disability or retirement, and the status of the award as vested or unvested.

  9. Existing Plan Benefits

    | Name | Number of Shares Underlying Stock Options Granted | | Named Executive Officers | | | Steven R. Fife | 44,000 | | Carl Aure | — | | Julie Boyster | — | | Non-Employee Director Nominees | — | | All current executive officers as a group (7 persons) | 71,500 | | All current non-employee directors as a group (7 persons) | — | | All current employees, including current officers who are not executive officers, as a group (0 persons) | — |

  10. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation of our “principal executive officer” and our next two most highly compensated executive officers during the fiscal year ended June 30, 2024. We refer to these individuals as our “named executive officers” or “NEOs.”

  11. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Plan Compensation(2) | All Other Compensation ($) | Total ($) | | Steven R. Fife, President and | 2024 | 537,500 | — | 1,478,697 | 164,049 | 117,646(3) | 2,297,892 | | Chief Executive Officer | 2023 | 500,000 | — | 1,557,611 | 315,735 | 66,622 | 2,439,968 | | Carl Aure, Chief Financial | 2024 | 350,000 | — | 241,126 | 74,567 | 32,583(4) | 698,276 | | Officer | 2023 | 350,000 | — | 184,763 | 157,868 | 26,914 | 719,545 | | Julie Boyster, Chief Marketing | 2024 | 315,000 | — | 308,637 | 54,541 | 31,489(5) | 709,667 | | Officer | 2023 | 300,000 | — | 282,273 | 108,252 | 26,371 | 716,896 |

  12. SUMMARY COMPENSATION TABLE

    (1)The amounts in this column represent the aggregate grant date fair value of stock awards granted to the NEO in the applicable fiscal year under our 2017 Long-Term Incentive Plan (the "2017 Plan") and computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Code ("ASC"), Topic 718. See Notes 2 and 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on August 28, 2024 for a discussion of all assumptions that we made in determining the grant date fair values of such awards. In accordance with SEC rules, the grant date fair value of any award subject to a performance condition is based on the probable outcome of the performance conditions. In fiscal year 2024, each NEO was granted service-based restricted stock units (“RSUs”) and performance-based restricted stock units ("PRSUs"). The RSUs granted to Mr. Fife in August 2023 were cancelled in November 2023 in exchange for the grant of a restricted stock award ("RSAs") for the same number of shares. Mr. Fife also received additional RSAs in fiscal year 2024 related to the cancellation of a portion of the RSU grants he received in fiscal year 2023, as described in further detail below in "Narrative Explanation of Compensation Arrangements with our Named Executive Officers." There is no value included in the "stock awards" column for Mr. Fife attributable to the RSAs granted to him in fiscal year 2024 in cancellation of certain of his RSU and PRSU grants, as the RSA grants were considered modifications of the prior RSU grants made to him from an accounting perspective and no incremental fair value was associated with the modification. The grant date fair value of the PRSUs included in the “stock awards” column above assumes the PRSUs will become eligible to vest at 100% of their target level, which we determined was the probable outcome for the awards at the time of grant. The grant date fair value of the PRSUs granted in fiscal year 2024 assuming achievement at the maximum level of 200% is as follows: Mr. Fife - $1,478,697 (reflects the maximum level at grant for Mr. Fife's award of 200% or 302,392 PRSUs, but which was amended in November 2023 to cap the maximum PRSUs subject to the award at 300,000), Mr. Aure - $241,125, and Ms. Boyster - $308,637. (2)The amounts in this column reflect cash bonus awards earned by the NEOs under one of our cash incentive plans. The annual incentive plan payout this year was 42.61% of the plan’s targeted payout based on actual achievement of the set goals. (3)Reflects reimbursements Mr. Fife received for travel, including $96,106 in travel, $12,766 in health insurance benefits, and $8,062 in 401(k) matching contributions. (4)Reflects reimbursements Mr. Aure received including $22,543 in health insurance benefits and $10,039 in 401(k) matching contributions. (5)Reflects reimbursements Ms. Boyster received for travel, including $3,020 in travel by her companion, $22,543 in health insurance benefits and $5,925 in 401(k) matching contributions.

  13. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning all stock options and stock awards held by our NEOs as of June 30, 2024.

  14. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (i) | | Steven R. Fife | 44,000 | —(2) | 4.44 | 2/2/2028 | — | — | | | | | — | — | — | — | 5,390(3) | 34,604 | | | | | — | — | — | — | 17,001(4) | 109,146 | | | | | — | — | — | — | 25,541(5) | 163,973 | | | | | — | — | — | — | 6,467(6) | 41,518 | | | | | — | — | — | — | 2,429(7) | 15,594 | | | | | — | — | — | — | — | — | 75,598(8) | 485,339 | | | — | — | — | — | 106,317(9) | 682,555 | | | | | — | — | — | — | 19,415(10) | 124,644 | | | | | — | — | — | — | 151,196(11) | 970,678 | | | | Carl Aure | — | — | — | — | 1,875(12) | 12,038 | | | | | — | — | — | — | 11,667(3) | 74,902 | | | | | — | — | — | — | 12,005(4) | 77,072 | | | | | — | — | — | — | 9,015(5) | 57,876 | | | | | — | — | — | — | — | — | 12,328(8) | 79,143 | | | — | — | — | — | 24,655(13) | 158,285 | | | | Julie Boyster | — | — | — | — | 10,000(14) | 64,200 | | | | | — | — | — | — | 18,337(4) | 117,724 | | | | | — | — | — | — | 13,772(5) | 88,416 | | | | | — | — | — | — | — | — | 15,779(8) | 101,301 | | | — | — | — | — | 31,558(13) | 202,602 | | |

  15. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Computed in accordance with SEC rules as the number of unvested RSUs or RSAs, as applicable, multiplied by the closing market price of our common stock at the end of the 2024 fiscal year, which was $6.42 on June 28, 2024 (the last business day of the 2024 fiscal year). The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our common stock. (2)These options were granted on February 2, 2018 and are fully vested. (3)These RSUs were granted to Mr. Fife on August 12, 2021 and Mr. Aure on November 12, 2021. 1/3rd of the RSUs vested on the one-year anniversary of the date of grant, with quarterly vesting thereafter, subject to their continued service through each such date. (4)These PRSUs were granted to Messrs. Fife and Aure, and Ms. Boyster on August 18, 2022. The number of PRSUs eligible to vest was originally subject to our achievement of the specified revenue target for fiscal year 2023, and our achievement of specified strategic scorecard metrics in fiscal year 2023, with the number of PRSUs in the table above reflecting actual achievement at 133.125% of the target level. 1/3rd of the PRSUs vested on the one-year anniversary of the date of grant, with quarterly vesting thereafter, subject to continued service through each such date. 68,006 of the PRSUs granted to Mr. Fife on August 18, 2022 were cancelled in November 2023 in exchange for a new grant of RSAs to Mr. Fife of 68,006 shares. (5)These RSUs were granted to Messrs. Fife and Aure, and Ms. Boyster on August 18, 2022. 1/3rd of the RSUs vested on the one-year anniversary of the date of grant, with quarterly vesting thereafter, subject to their continued service through each such date. 38,311 of the RSUs granted to Mr. Fife on August 18, 2022 were cancelled in November 2023 in exchange for a new grant of RSAs to Mr. Fife of 38,311 shares. (6)These PRSUs were granted to Mr. Fife on November 10, 2022. The number of PRSUs eligible to vest was originally subject to our achievement of the specified revenue target for fiscal year 2023 and achievement of specified strategic scorecard metrics in fiscal year 2023, with the number of PRSUs in the table above reflecting actual achievement of 133.125% of the target level. 5/12th of the PRSUs vested on the one-year anniversary of the date of grant, with quarterly vesting thereafter, subject to Mr. Fife’s continued service through each such date. 9,700 of the PRSUs granted to Mr. Fife on November 10, 2022 were cancelled in November 2023 in exchange for a new grant of RSAs to Mr. Fife for 9,700 shares. (7)These RSUs were granted to Mr. Fife on November 10, 2022. 5/12th of the RSUs vested on the one-year anniversary of the date of grant, with quarterly vesting thereafter, subject to Mr. Fife's continued service through each such date. 9,715 of the RSUs granted to Mr. Fife on November 10, 2022 were cancelled in November 2023 in exchange for a new grant of RSAs to Mr. Fife of 9,715 shares. (8)These PRSUs were granted to Messrs. Fife and Aure, and Ms. Boyster on August 24, 2023. 50% of the total number of PRSUs originally granted were eligible to vest based on achievement of a specific revenue target for fiscal year 2024; 30% of the total number of PRSUs originally granted were eligible to vest based on achievement of a specific revenue target for fiscal year 2025; and 20% of the total number of PRSUs originally granted were eligible to vest based on achievement of a specific revenue target for fiscal year 2026. The maximum amount of PRSUs eligible to vest based on revenue performance is 200% of target; provided, however, that Mr. Fife's PRSU award was amended in November 2023 such that the maximum number of PRSUs eligible to vest based on revenue performance is capped at 300,000 PRSUs total. The revenue target for fiscal year 2024 was not achieved and the PRSUs attributable to such target were forfeited in their entirety. In accordance with SEC rules, the number of PRSUs in column (i) and the value of those PRSUs in column (j) reflects target performance assuming the fiscal year 2025 revenue target is achieved. PRSUs for each performance period, to the extent the applicable revenue target is achieved, become eligible to vest on August 31st of the following fiscal year, subject to continued service by the NEO through such date. (9)This RSA was granted to Mr. Fife on November 6, 2023, in exchange for cancelled RSUs and PRSUs originally granted to Mr. Fife on August 18, 2022. This RSA vests on the same schedule as the original grant of RSUs and PRSUs, with 17,001 shares vesting on November 6, 2024 and 29,772 shares vesting on each of January 1, 2025, April 1, 2025, and July 1, 2025, subject to Mr. Fife's continued service through each such date. (10)This RSA was granted to Mr. Fife on November 6, 2023 in exchange for cancelled RSUs and PRSUs originally granted to Mr. Fife on November 10, 2022. This RSA vests on the same schedule as the original grant of RSUs and PRSUs, with 2,429 shares vesting on November 6, 2024, 5,662 shares vesting on January 1, 2025, 5,661 shares vesting on April 1, 2025, and 5,663 shares vesting on July 1, 2025, subject to Mr. Fife's continued service through each such date. (11)This RSA was granted to Mr. Fife on November 6, 2023, in exchange for a cancelled RSUs originally granted to Mr. Fife on August 24, 2023. This award will vest as to 5/12ths of the shares on the one-year anniversary of the date of grant, with quarter vesting thereafter, subject to Mr. Fife's continued service through each such date. (12)These RSUs were granted to Mr. Aure on November 12, 2021, in connection with his commencement of employment with us as our Chief Financial Officer. The RSUs vest in equal annual installments over three years commencing on the date of the grant, subject to his continued service through each such date. (13)These RSUs were granted to Mr. Aure and Ms. Boyster on August 24, 2023. 1/3rd of the RSUs vested on August 31, 2024, with quarterly vesting thereafter, subject to their continued service through each such date. (14)These RSUs were granted to Ms. Boyster on February 17, 2021, in connection with her commencement of employment with us as our Chief Marketing Officer. The RSUs vest in equal annual installments over three years commencing on the date of the grant, subject to her continued service through each such date.

  16. 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 Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return(5) | Net Income(6) | | 2024 | $2,297,892 | $3,048,401 | $703,972 | $853,888 | $159.73 | $2,937,000 | | 2023 | $2,439,968 | $2,711,170 | $718,220 | $753,632 | $61.49 | $2,540,000 | | 2022 | $1,525,604 | $788,694 | $788,384 | $453,433 | $59.63 | $3,120,000 |

  17. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our TSR, assuming an initial fixed investment of $100 and the reinvestment of dividends, for the fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022. CAP to our PEO and non-PEO NEOs from fiscal year 2023 to fiscal year 2024 increased slightly while our TSR also increased significantly during the same period, which was driven mainly by an increase in our stock price between fiscal year-end 2023 and fiscal year-end 2024. In fiscal year 2024, 50% of the total number of PRSUs originally granted to our PEO and non-PEO NEOs were forfeited in their entirety due to the failure to achieve the revenue target for fiscal year 2024.

  18. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our net income for the fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022. CAP to our PEO and non-PEO NEOs from fiscal year 2023 to fiscal year 2024 increased slightly while our net income increased over the same period. While we are required by SEC rules to disclose the relationship between our net income and CAP to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation.

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Compensation for our non-employee directors consists of (1) monthly retainers for board service and for service as Chair of our Board and the chair of one of the standing board committees and (2) annual equity awards. Our Board revised the monthly retainer amounts for our Board Chair and for our committee chairs in November 2023. The monthly retainers consist of the following: •$7,000 for service as the chair of our Board ($6,000 prior to November 2023); •$6,667 for service as the chair of our audit committee ($5,500 prior to November 2023); •$6,250 for service as the chair of our compensation committee ($5,500 prior to November 2023); •$5,833 for service as the chair of our nominating and governance committee ($5,000 prior to November 2023); and •$5,000 for service by all other non-employee directors. In connection with each annual meeting of our stockholders at which a non-employee director is re-elected (for example, on the date of the Annual Meeting), or upon first joining our Board (the date of such re-election or the date a new non-employee first joins our Board, the “Election Date”), each non-employee director will receive a restricted stock award for a number of shares equal to $105,000 divided by the Stock Price, where the “Stock Price” is equal to the average closing price of our common stock for each of the ten trading days ending the day before the Election Date. Our Board most recently revised the cash value of such restricted stock award from $75,000 to $105,000 in November 2023. Subject to continued service, such restricted stock awards will vest in a single installment on the one-year anniversary of the grant date. The table below summarizes the compensation we paid to our non-employee directors for fiscal year 2024:

  20. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Michael A. Beindorff | 71,250 | 84,035 | 155,285 | | Erin Brockovich (2) | 60,000 | 84,035 | 144,035 | | Raymond B. Greer | 74,000 | 84,035 | 158,035 | | Dayton Judd (3) | 20,000 | 86,525 | 106,524 | | Cynthia Latham | 65,831 | 84,035 | 149,866 | | Darwin K Lewis | 74,169 | 84,035 | 158,204 | | Garry Mauro | 65,000 | 84,035 | 149,035 |

  21. DIRECTOR COMPENSATION

    (1)These amounts represent the grant date fair value of restricted stock awards granted by us during fiscal year 2024, determined in accordance with FASB ASC, Topic 718. For the assumptions used in our valuations, see Notes 2 and 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on August 28, 2024 for a discussion of all assumptions that we made in determining the grant date fair values of its equity awards. (2)Ms. Brockovich resigned from our Board effective August 26, 2024. (3)Mr. Judd was appointed as a non-employee director on February 14, 2024, and his monthly retainer and annual equity award were pro-rated for months of service.