DEF 14A of TuHURA Biosciences, Inc./NV, May 17, 2024

DEF 14A of TuHURA Biosciences, Inc./NV

Filed May 17, 2024 · FY20230000950170-24-061626

Open on EDGAR

  1. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  2. Pay Versus Performance Table

    Pay Versus Performance Table 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 for our principal executive officers (“PEOs”) and non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  3. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Mr. Hoffman(1) | Summary Compensation Table Total for Mr. Zarrabian(2) | Compensation Actually Paid to Mr. Hoffman(4) | Compensation Actually Paid to Mr. Zarrabian(4) | 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 Shareholder Return (“TSR”)(5) | | Net Income (Loss) (millions)(6) | | (a) | (b(1)) | (b(2)) | (c) | (c) | (d) | | (e) | | (f) | | (g) | | 2023 | 1,184,363 | - | 559,020 | - | | 332,173 | | 262,974 | | 3.82 | (15) | | 2022 | 3,161,028 | 682,827 | 1,208,847 | (37,000) | | 340,655 | | (125,878) | | 12.09 | (23) |

  4. Pay Versus Performance Table

    | (1) The dollar amounts reported in column (b(1)) are the amounts of total compensation reported for Robert E. Hoffman (our current Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” | | (2) The dollar amounts reported in column (b(2)) are the amounts of total compensation reported for Saiid Zarrabian (our former Chief Executive Officer who served in such capacity during the fiscal year ended June 30, 2022 until Mr. Hoffman’s appointment as our Chief Executive Officer, effective November 8, 2021) for the fiscal year ended June 30, 2022 in the “Total” column of the Summary Compensation Table in the Proxy Statement for our 2023 Annual Meeting, filed with the SEC on March 31, 2023. | | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Hoffman and Mr. Zarrabian) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Hoffman and Mr. Zarrabian) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023, Dennis Brown and Scott Praill, and for 2022, Dennis Brown (our former Chief Scientific Officer), Scott Praill (our former Chief Financial Officer) and John Liatos (our former Senior Vice President of Business Development). | | (4) Compensation actually paid to the named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows: |

  5. Pay Versus Performance Table

    | | 2023 | | | 2022 | | | | Adjustments | Mr. Hoffman ($) | Mr. Zarrabian ($) | Average Other NEOs ($) | Mr. Hoffman ($) | Mr. Zarrabian ($) | Average Other NEOs ($) | | Deduction for amounts reported under the stock awards column in the summary compensation table | (416,383) | - | (92,291) | (2,622,597) | - | - | | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 356,018 | - | 46,004 | 792,880 | - | - | | ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | - | - | - | 28,198 | - | - | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (355,918) | - | (4,212) | - | - | (268,033) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (209,061) | - | (18,700) | 150,662 | 270,248 | (105,123) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | - | - | - | - | (990,075) | (93,377) | | TOTAL ADJUSTMENTS | (625,343) | - | (69,199) | (1,952,181) | (719,827) | (466,533) |

  6. Pay Versus Performance Table

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price per share of our common stock at the end and the beginning of the measurement period by the price per share of our common stock at the beginning of the measurement period. | | (6) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |

  7. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income (Loss) Compensation Actually Paid and Cumulative TSR While we are required by SEC rules to disclose the relationship between our net income and compensation actually paid to our named executive officers, this is not a metric our Compensation Committee currently uses in evaluating our named executive officers’ compensation as we are a clinical stage, biopharmaceutical company that has not generated any revenues from the sale of products. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently composed of four directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors or by the sole remaining director. A director elected by the Board to fill a vacancy, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that director for which the vacancy was created and until the director’s successor is duly elected and qualified. Each of the four nominees listed below are incumbent directors. If elected at the Annual Meeting, each of these nominees would serve until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected, the election of directors at this Annual Meeting is uncontested. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. In accordance with our Amended and Restated Bylaws (the “Bylaws”) and Nevada law, a stockholder entitled to vote for the election of directors may withhold authority to vote for certain nominees for directors or may withhold authority to vote for all nominees for directors. Withheld votes and broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than the four nominees named below. The director nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four director nominees named below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

  9. Nominees for Election Until the Next Annual Meeting

    Nominees for Election Until the Next Annual Meeting The following table sets forth the name, age, position and tenure of each of the nominees at the Annual Meeting:

  10. Nominees for Election Until the Next Annual Meeting

    | Name | Age | Position(s) Held With Kintara | Director Since | | Robert E. Hoffman | 58 | President, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board | 2018 | | Robert J. Toth, Jr. | 60 | Director | 2013 | | Laura Johnson | 59 | Director | 2020 | | Tamara A. Favorito | 65 | Director | 2021 |

  11. Nominees for Election Until the Next Annual Meeting

    The following includes a brief biography of each of the nominees standing for election to the Board of Directors at the Annual Meeting, based on information furnished to us by each director nominee, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable nominee should serve as a member of our Board. Robert E. Hoffman has served as our director since April 2018, as our Chairman since June 2018, as our Chief Executive Officer and President since November 2021, and as Interim Chief Financial Officer since June 2023. He has served as a member of board of directors of ASLAN Pharmaceuticals, Inc., a publicly-held, clinical-stage immunology focused biopharmaceutical company, since October 2018, and as a member of the board of directors of FibroGenesis, a clinical-stage regenerative medicine company, since April 2021. He has also served as a member of board of directors, on the Audit Committee, and on the Human Resources and Compensation Committee of Antibe Therapeutics Inc. (“Antibe”), a publicly-held clinical-stage biotechnology company, from November 2020 to April 2024, and as Chairman of Antibe’s board of directors from May 2022 to April 2024. Mr. Hoffman served as Senior Vice President and Chief Financial Officer of Heron Therapeutics, Inc., a publicly-held pharmaceutical company, from April 2017 to October 2020. From July 2015 to September 2016, Mr. Hoffman served as Chief Financial Officer of AnaptysBio, Inc., a publicly-held biotechnology company. From June 2012 to July 2015, Mr. Hoffman served as the Senior Vice President, Finance and chief Financial Officer of Arena pharmaceuticals, Inc. (“Arena”), a biopharmaceutical company, prior to its acquisition by Pfizer Inc. in March 2022. From August 2011 to June 2012 and previously from December 2005 to March 2011, he served as Arena’s Vice President, Finance and Chief Financial Officer and in a number of various roles of increasing responsibility from 1997 to December 2005. Mr. Hoffman formerly served as a member of the board of directors of Saniona AB, a biopharmaceutical company, from September 2021 to May 2022, and as a member of the board of directors of Kura Oncology, Inc., a cancer research company, from March 2015 to August 2021. He also previously served as a member of the board of directors of CombiMatrix Corporation, a molecular diagnostics company, MabVax Therapeutics Holdings, Inc., a biopharmaceutical company, and Aravive, Inc., a clinical stage biotechnology company. Mr. Hoffman serves as a member of the steering committee of the Association of Bioscience Financial Officers. Mr. Hoffman formerly served as a director and President of the San Diego Chapter of Financial Executives International and was an advisor to the Financial Accounting Standard Board (FASB) for 10 years (2010 to 2020) advising the United States accounting rulemaking organization on emerging issues and new financial guidance. Mr. Hoffman holds a B.B.A. from St. Bonaventure University. Mr. Hoffman’s financial and executive business experience qualifies him to serve on our Board of Directors. Robert J. Toth, Jr. has served as our director since August 2013 and serves as Chair of our Compensation Committee. Since 2005, Mr. Toth has primarily been managing his personal investment portfolio. From 2004-2005, Mr. Toth served as a consulting analyst to Narragansett Asset Management, a New York-based healthcare-focused hedge fund, where he advised the firm on biotechnology investments. From 2001-2003, he was the Senior Portfolio Manager for San Francisco-based EGM Capital’s Medical Technology hedge fund, where he was responsible for managing and maintaining a dedicated medical technology portfolio. Mr. Toth began his Wall Street career in 1996 as an Equity Research Associate for Vector Securities International, a healthcare-focused brokerage firm. From 1997-1999 he served as Senior Biotechnology Analyst. He joined Prudential Securities as Senior Vice President and Biotechnology Analyst where he served from 1999-2001 following Prudential’s acquisition of Vector. His responsibilities included the analysis of commercial, clinical and scientific fundamentals of oncology and genomics-based biotechnology companies on behalf of institutional investors. Mr. Toth was named to the Wall Street Journal’s Allstar List for stock picking in 1999. Mr. Toth received an MBA from the University of Washington and Bachelor of Science degrees in Biological Sciences and Biochemistry from California Polytechnic State University, San Luis Obispo. Mr. Toth’s financial and biotechnology industry knowledge and experience qualify him to serve on our Board of Directors. Laura Johnson has served as our director since June 2020 and serves as Chair of our Nominating and Corporate Governance Committee. Ms. Johnson currently serves as the President and Chief Executive Officer of Next Generation Clinical Research, a contract research organization that Ms. Johnson founded in 1999. Additionally, Ms. Johnson is the President and Chief Executive Officer of Eufaeria Biosciences, Inc., a development biotechnology company that she founded in 2016. Ms. Johnson is also a founder and former member of the board of directors of SB Bancorp, Inc., a financial holding company, and Settlers Bank, Inc., a Wisconsin chartered business bank. In addition, Ms. Johnson has served as a member of the board of directors of Harmony Hill Farm Sanctuary, a 501(c)(3) nonprofit organization, since 2019. Ms. Johnson previously served as a member of the board of directors of La Jolla Pharmaceutical Company, a biopharmaceutical company, from 2013 to 2022, Odonate Therapeutics, a biopharmaceutical company, from 2018 to 2022, and Agrace HospiceCare from 2013 to 2016. In 2008 and 2010, she was honored as a biotechnology entrepreneur by the national organization, Women in Bio, and in 2008 received the Rising Star Award by the Wisconsin Biotech and Medical Device Association. Most recently, she was the recipient of the Wisconsin Biohealth Business Award at the BioForward Annual Biohealth Summit in October 2019. Ms. Johnson holds a nursing degree from The University of the State of New York-Albany. Ms. Johnson’s biotechnology industry and executive knowledge and experience qualify her to serve on our Board of Directors. Tamara A. Favorito has served as our director since April 2021 and serves as Chair of our Audit Committee. Ms. Favorito has more than 30 years of life sciences industry experience including 20 years as a chief financial officer. She currently serves as a board member, audit committee chair, and member of the compensation committee of Artelo Biosciences, Inc., a publicly-traded clinical-development stage company, and as Chair of the board and audit committee chair of Zevra Therapeutics (f/k/a KemPharm, Inc.), a publicly-traded commercial-stage

  12. Nominees for Election Until the Next Annual Meeting

    rare disease therapeutics company. Ms. Favorito served on the board of directors of Beacon Discovery, Inc. from 2018 until its acquisition in 2021. Ms. Favorito was Interim Chief Financial Officer of Immunic, Inc., a publicly-traded clinical-stage drug development company in 2019. She served as Chief Financial Officer of Signal Genetics, Inc., a publicly-traded molecular diagnostics company, from 2014 to 2017, HemaQuest Pharmaceuticals, Inc., a venture-backed clinical-stage drug development company, from 2010 to 2014 and Favrille, Inc., a previously publicly-traded clinical-stage drug development company, from 2001 to 2009. While at these companies, she led multiple private and public financings, including Favrille’s IPO. In addition, she was instrumental in M&A transactions and led the finance, investor relations, human resources, administration and managed care and payor reimbursement functions. Ms. Favorito is a Certified Public Accountant (inactive). She received an MBA, with an emphasis in Finance, from Georgia State University, and a bachelor’s degree in Business Administration, with an emphasis in Accounting from Valdosta State University. Ms. Favorito also participated in an executive management program at Kellogg Graduate School of Management at Northwestern University. Ms. Favorito’s professional experience and financial expertise qualify her to serve on our Board of Directors.

  13. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, or paid to each person serving as our Chief Executive Officer during the fiscal year ended June 30, 2023, the two most highly-compensated executive officers (other than the Chief Executive Officer) who were serving as executive officers during the fiscal year ended June 30, 2023, and up to two additional individuals for whom disclosure would have been provided but for the fact that such individuals were not serving as an executive officer as of June 30, 2023 for services rendered in all capacities to us for the fiscal years ended June 30, 2023 and June 30, 2022. These individuals were our named executive officers for fiscal 2023.

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | Robert E. Hoffman, President, Chief Executive Officer and Interim Chief Financial Officer(1) | 2023 | 589,600 | 178,380 | 255,923 | 160,460 | 1,184,363 | | | 2022 | 356,619 | 181,811 | — | 2,622,597 | 3,161,028 | | Dennis Brown, Former Chief Scientific Officer(2) | 2023 | 329,900 | 69,279 | 42,177 | 96,260 | 537,616 | | | 2022 | 206,000 | 41,277 | — | — | 247,277 | | Scott Praill, Former Chief Financial Officer(3) | 2023 | 320,467 | — | 42,177 | 96,260 | 458,903 | | | 2022 | 312,000 | 127,920 | — | — | 439,920 |

  15. Summary Compensation Table

    (1) On November 8, 2021, Mr. Hoffman, the Chairman of the Board, was appointed President and Chief Executive Officer. Also on November 8, 2021, we entered into an employment agreement with Mr. Hoffman pursuant to which Mr. Hoffman will receive an annual base salary of $551,000 (which may be adjusted on an annual basis in the discretion of the board of directors) and will be eligible to receive a fiscal year target bonus of up to 50% of base salary (which may be adjusted by the board of directors to up to 75% of base salary based on overachievement of bonus targets or other performance criteria). The employment agreement may be terminated by us with or without cause (as defined therein). In the event we terminate the employment agreement without cause, we will be required to pay Mr. Hoffman continued payment of his base salary for 12 months, a prorated bonus for the year of termination based on performance through the date of termination, an additional six months of vesting credit for any outstanding options, and continued health coverage during the severance period. In the event that an involuntary termination occurs during a period beginning sixty days before a definitive corporate transaction agreement is entered into that would result in a change in control (as defined therein), or within twelve months following a change in control, the severance period will increase to eighteen months’ severance, Mr. Hoffman will receive 100% of his target bonus, and his options will be fully vested. On August 1, 2022, Mr. Hoffman was issued 8,022 RSUs and 24,012 stock options. The stock options were issued at $8.79 per share. In addition, he was issued 59,800 RSUs on June 1, 2023. Also on June 1, 2023, Mr. Hoffman was appointed our Interim Chief Financial Officer. Effective June 1, 2023, Mr. Hoffman’s annual salary was reduced by $60,000. On August 30, 2023, Mr. Hoffman was issued 23,142 stock options. The stock options were issued at $4.655 per share. On November 20, 2023, the Compensation Committee of the Board and the Board agreed to pay Mr. Hoffman an additional retention payment of $30,000 per month for his service as the Company’s Chief Executive Officer, effective as of November 1, 2023. On April 2, 2024, the Board approved a one-time special bonus to Mr. Hoffman in the amount of $327,030 for his service as our Chief Executive Officer. (2) On January 1, 2015, we entered into a consulting agreement with Dr. Dennis Brown, our former chief scientific officer. Subsequent to this agreement, it has been amended and is now renewed on an annual basis. As a result of cost-cutting measures adopted by Kintara, on November 20, 2023, Dr. Brown was terminated from his position as the Company’s Chief Scientific Officer, with Dr. Brown continuing as a consultant to Kintara. The consulting agreement with Dr. Brown does not specify the amount of time Dr. Brown is required to devote to us but does require that Dr. Brown provide us with the full benefit of his knowledge, expertise and ingenuity, and prohibits Dr. Brown from engaging in any business, enterprise or activity contrary to or that would detract from our business. On August 1, 2022, Dr. Brown was issued 4,801 RSU and 14,405 stock options. The stock options were issued at $8.79 per share. On August 30, 2023, Dr. Brown was issued 10,175 stock options. The stock options were issued at $4.655 per share. On November 20, 2023, Dr. Brown was terminated from his position as the Company’s Chief Scientific Officer. (3) On February 9, 2017, we entered into an employment agreement with Scott Praill, our former Chief Financial Officer. Pursuant to the employment agreement, Mr. Praill agreed to serve as our Chief Financial Officer for an indefinite period until termination of the employment agreement in accordance with its terms. Pursuant to his employment agreement, we paid Mr. Praill an annual base salary of $200,000 and Mr. Praill was also eligible to participate in any bonus plan and long-term incentive plan established for our senior executives. On August 1, 2022, Mr. Praill was issued 4,801 RSU and 14,405 stock options. The stock options were issued at $8.79 per share. Effective May 31, 2023, Mr. Praill resigned as our Chief Financial Officer but remained as a consultant at $5,000 per month until August 15, 2023. As a result of his resignation, his employment agreement was terminated. On January 1, 2024, Mr. Praill was retained as a consultant at a rate of $250 per hour through December 31, 2024.

  16. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth outstanding equity awards to our named executive officers as of June 30, 2023.

  17. 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 (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares, or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Robert E. Hoffman | 72 | — | — | 530.00 | April 13, 2028 | — | — | — | — | | | 80 | — | — | 304.95 | November 8, 2028 | — | — | — | — | | | 1,499 | — | — | 30.50 | September 5, 2029 | — | — | — | — | | | 2,400 | — | — | 85.00 | September 15, 2030 | — | — | — | — | | | 2,000 | — | — | 62.00 | September 22, 2031 | — | — | — | — | | | 27,860(1) | 42,523 | — | 48.00 | November 8, 2031 | — | — | — | — | | | —(2) | 24,012 | — | 8.79 | August 1, 2032 | — | — | — | — | | | — | — | — | — | — | — | — | 67,802(5) | 255,923 | | Scott Praill(7) | 175 | — | — | 2,100.00 | August 16, 2023 | — | — | — | — | | | 74 | — | — | 2,475.00 | February 17, 2027 | — | — | — | — | | | 200 | — | — | 304.95 | November 8, 2028 | — | — | — | — | | | 2,166 | — | — | 30.50 | September 5, 2029 | — | — | — | — | | | 11,119(3) | 1,012 | — | 85.00 | September 15, 2030 | — | — | — | — | | | —(2) | 14,405 | | 8.79 | August 1, 2032 | — | — | — | — | | | — | — | — | — | — | — | — | 4,801(6) | 42,177 | | Dennis Brown(8) | 175 | — | — | 2,100.00 | August 16, 2023 | — | — | — | — | | | 187 | — | — | 2,475.00 | February 17, 2027 | — | — | — | — | | | 1,999 | — | — | 30.50 | September 5, 2029 | — | — | — | — | | | 1,602(3) | 146 | — | 85.00 | September 15, 2030 | — | — | — | — | | | 1,099(4) | 101 | — | 67.75 | September 22, 2030 | — | — | — | — | | | 4,583(4) | 417 | — | 36.75 | November 12, 2029 | — | — | — | — | | | —(2) | 14,405 | — | 8.79 | August 1, 2032 | — | — | — | — | | | — | — | — | — | — | — | — | 4,801(6) | 42,177 |

  18. Outstanding Equity Awards at Fiscal Year-End

    (1) Stock options vest as to 25% on November 8, 2022, with the remaining shares vesting in equal monthly installments over a period of 36 months commencing on December 8, 2022. (2) Stock options vest as to 1/6th on August 1, 2023, with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on September 1, 2023. (3) Stock options vest as to 1/6th on March 15, 2021, with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on April 15, 2021. (4) Stock options vest as to 1/6th on March 22, 2021, with the remaining shares vesting in equal monthly installments over a period of 30 months commencing on April 22, 2021. (5) RSU awards of 8,002 on August 1, 2022, and 59,800 on June 1, 2023. The 8,002 vest as to 25% on each anniversary of the grant date with full vesting on August 1, 2026. The 59,800 RSUs fully vest on June 1, 2024. (6) RSU awards of 4,801 that vest as to 25% on each anniversary of the grant date with full vesting on August 1, 2026. (7) Effective May 31, 2023, Mr. Praill resigned as our Chief Financial Officer but remained as a consultant at $5,000 per month until August 15, 2023. On January 1, 2024, Mr. Praill was retained as a consultant at a rate of $20 per hour through December 31, 2024. (8) On November 20, 2023, Dr. Brown was terminated from his position as the Company’s Chief Scientific Officer.

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Director compensation is intended to provide an appropriate level of remuneration considering the responsibilities, time requirements, and accountability of the directors. The following table sets forth director compensation for the fiscal year ended June 30, 2023 paid by us (excluding compensation to our named executive officers set forth in the summary compensation table above).

  20. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert J, Toth, Jr. | 61,500 | — | 19,441 | — | — | — | 80,941 | | Laura Johnson | 60,500 | — | 19,441 | — | — | — | 79,941 | | Tamara A. Favorito | 64,000 | — | 19,441 | — | — | — | 83,441 |

  21. DIRECTOR COMPENSATION

    (1) For our fiscal year ended June 30, 2023, our directors were paid a $40,000 annual retainer, an additional annual retainer for chairing a committee, and a retainer for being a member of a committee. (2) On July 1, 2022, independent directors were granted 2,000 stock options exercisable at $12.75 per share until July 1, 2032. The options vest pro rata over one year from the date of grant.