DEF 14A of Extreme Networks Inc, Sep 27, 2024

DEF 14A of Extreme Networks Inc

Filed Sep 27, 2024 · FY20240000950170-24-110012

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The terms of our current directors expire upon the election and qualification of the directors to be elected at the 2024 Annual Meeting. The Board has nominated seven persons for election at the Annual Meeting to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. Our Board’s nominees for election at the 2024 Annual Meeting are Edward B. Meyercord, Ingrid J. Burton, Charles P. Carinalli, Kathleen M. Holmgren, Rajendra ("Raj") Khanna, Edward H. Kennedy, and John C. Shoemaker, all of whom are presently directors of Extreme Networks. Please see below under the heading “Board of Directors” for information concerning the nominees. If elected, each nominee will serve as a director until the 2025 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Each nominee has indicated to us that he or she will serve if elected. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or who will decline to serve as a director. However, if a nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for a substitute nominee designated by the Nominating, Governance and Environmental & Social Responsibility Committee ("Nom Gov Committee") or our Board.

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following are our nominees for the Board of Directors.

  3. BOARD OF DIRECTORS

    | EDWARD B. MEYERCORD President & CEO | Director since: 2009 Independent: no Age: 59 Committees: none Skills: leadership; executive management; mergers & acquisitions; corporate strategy; corporate finance; sales & marketing; operations | JOHN C. SHOEMAKER Board Chair | Director since: 2007 Independent: yes Age: 81 Committees: Nom Gov (Chair); Compensation Skills: leadership, technology management; operational, management and financial expertise, M&A | | INGRID J. BURTON | Director since: 2019 Independent: yes Age: 62 Committees: Nom Gov Skills: marketing and management expertise; brand building; creating demand; growing business; cyber risk management; AI and machine learning technologies | CHARLES P. CARINALLI | Director since: 1996 Independent: yes Age: 76 Committees: Compensation (Chair); Nom Gov Skills: engineering and engineering management; management and technology expertise, product development; strategic planning; risk management | | KATHLEEN M. HOLMGREN | Director since: 2015 Independent: yes Age: 66 Committees: Nom Gov; Audit; Compensation Skills: expertise in storage, computer systems, enterprise software and management consulting; operations; strategic planning; risk assessment and planning | EDWARD H. KENNEDY | Director since: 2011 Independent: yes Age: 69 Committees: Audit; Compensation Skills: financial and executive leadership in technology and networking companies; management expertise; financial expertise | | RAJ KHANNA | Director since: 2014 Independent: yes Age: 78 Committees: Audit (Chair) Skills: financial and internal audit leadership; establishment of financial controls and processes; financial advice; mergers & acquisitions guidance; strategic advice; business model changes | | |

  4. BOARD OF DIRECTORS

    There are no family relationships among any of our directors or executive officers. The biography of each of our director nominees below contains information regarding the person’s service as a director, business experience, other director positions held currently or at any time during the last five years, information regarding involvement

  5. BOARD OF DIRECTORS

    | 2024 PROXY STATEMENT | | 6 |

  6. BOARD OF DIRECTORS

    in certain legal or administrative proceedings, and the experiences, qualifications, attributes or skills that caused the Nom Gov Committee and our Board to determine that the person should serve as a director.

  7. Nominees For Election At 2024 Annual Meeting

    Nominees For Election At 2024 Annual Meeting

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We maintain a non-employee director compensation program, pursuant to which cash fees and equity awards are paid to our non-employee directors in exchange for their service on our Board and its committees. For fiscal 2024, the compensation paid to our non-employee directors was as set forth below. Mr. Meyercord, who serves as our President and Chief Executive Officer, does not receive any additional compensation for his service on our Board.

  9. 2024 Director Compensation

    2024 Director Compensation The compensation information for our non-employee directors who served during fiscal 2024 is set forth below:

  10. 2024 Director Compensation

    | Name | Director Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | Total ($) | | Charles P. Carinalli | $135,000 | $215,000 | $350,000 | | Edward H. Kennedy | 132,500 | 215,000 | 347,500 | | Raj Khanna | 140,000 | 215,000 | 355,000 | | Ingrid J. Burton | 115,000 | 215,000 | 330,000 | | John C. Shoemaker | 202,000 | 215,000 | 417,000 | | Kathleen M. Holmgren | 137,500 | 215,000 | 352,500 |

  11. 2024 Director Compensation

    (1) Represents the aggregate grant date fair value computed in accordance with Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation, and does not reflect whether the director has actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Note 12 to our consolidated financial statements in our Form 10-K for the fiscal year ended June 30, 2024. (2) The following table shows the aggregate number of unvested stock awards (RSUs) held as of June 30, 2024 by each of our non-employee directors who served during fiscal year 2024:

  12. 2024 Director Compensation

    | Name | Stock Awards (#) | | Charles P. Carinalli | 12,975 | | Edward H. Kennedy | 12,975 | | Raj Khanna | 12,975 | | Ingrid J. Burton | 12,975 | | John C. Shoemaker | 12,975 | | Kathleen M. Holmgren | 12,975 |

  13. 2024 Director Compensation

    | 2024 PROXY STATEMENT | | 20 |

  14. 2024 Director Compensation

    PROPOSAL TWO:

  15. Fiscal 2024 Compensation Was Closely Aligned With Performance

    Fiscal 2024 Compensation Was Closely Aligned With Performance Our executive compensation programs are designed to deliver pay in accordance with corporate and individual performance. For fiscal 2024, our performance was reflected in the compensation of our NEOs in a number of ways: Short-term Cash Incentive Payouts Were Below Target. Overall payouts under the Extreme Incentive Plan (“EIP”), our short-term cash incentive plan, for fiscal 2024 were approximately 16.8% of target. This reflected payouts at 33.6% of target for the first half of fiscal 2024, and payouts at 0% of target for the second half of fiscal 2024, in each case based on the Company’s performance relative to applicable goals • Long-term Incentive Earnouts Reflect Actual Company Performance. Six sets of grants of performance-based equity awards were subject to on-going performance periods during fiscal 2024, as summarized below:

  16. Fiscal 2024 Compensation Was Closely Aligned With Performance

    | Grant | Performance Criteria | Outcome | | August 2020 PSUs | Total Shareholder Return relative to the Russell 2000 Index over an overall three-year performance period | The first and second tranches were earned at 100% of target. For the full three-year performance period ended August 15, 2023, the Total Stock Return for the Company exceeded the Total Stock Return for the Russell 2000 Index by 497.21%, and on August 16, 2023, the Compensation Committee certified the full award to be earned at 150%. | | August 2021 PSUs | Total Shareholder Return relative to the Russell 2000 Index over an overall three-year performance period | As of June 30, 2024, the first and second tranches were earned at 100% of target and potential payout for the full award period was tracking at approximately 136% of target. For the full three-year performance period ended August 15, 2024, the Total Stock Return for the Company exceeded the Total Stock Return for the Russell 2000 Index by 29.32%, and on August 16, 2024, the Compensation Committee certified the full award to be earned at 150% of target. | | August 2022 PSUs | Total Shareholder Return relative to the Russell 2000 Index over an overall three-year performance period | As of June 30, 2024, the first tranche was earned at 100% of target and potential payout for the remaining portions was tracking at approximately 85% of target. For the two-year performance period ended August 15, 2024, the Total Stock Return for the Company exceeded the Total Stock Return for the Russell 2000 Index by 1.88%, and on August 16, 2024, the Compensation Committee certified the second tranche to be earned at 100% of target. | | May 2023 PSUs – CFO New Hire Grant | Total Shareholder Return relative to the Russell 2000 Index over an overall three-year performance period | For the one-year performance period ended May 30, 2024, the Total Stock Return for the Company underperformed the Total Stock Return for the Russell 2000 Index by 50.46%, and on May 31, 2024, the Compensation Committee certified the first tranche to be earned at 0% of target. As of June 30, 2024, the second-year measurement period |

  17. Fiscal 2024 Compensation Was Closely Aligned With Performance

    | | | potential payout is tracking at approximately 0%. | | August 2023 PSUs | Total Shareholder Return relative to the Russell 2000 Index over an overall three-year performance period | As of June 30, 2024, the first tranche was not yet earned and potential payout for the first-year period was tracking at approximately 0% of target. For the one-year performance period ended August 15, 2024, the Total Stock Return for the Company underperformed the Total Stock Return for the Russell 2000 Index by 62.29%, and on August 16, 2024, the Compensation Committee certified the first tranche to be earned at 0% of target. | | August 2023 Stock Price Based Long Term Incentive ("SLTI") PSUs - CEO | Stock price performance relative to rigorous stock price growth targets that may be met over a three- or four- year period. | As of June 30, 2024, the stock price had not met the threshold for this award to be earned. |

  18. Fiscal 2024 Compensation Was Closely Aligned With Performance

    Long-term Incentive Awards Were Reasonable and Appropriate. For fiscal 2024, half of the annual awards for Ms. Motiey and Mr. Vitalone (on a per share basis) were awarded in the form of PSUs that may be earned, if at all, based on the Company’s TSR relative to the Russell 2000 Index over a three-year performance period. For Mr. Meyercord, two-thirds of his annual grants were awarded in the form of PSUs. Half of those PSUs were, as for the other NEOs, based on the Company’s TSR relative to the Russell 2000 Index over a three-year performance period. The other half of the PSUs, the SLTI PSUs, were based on achievement of rigorous stock price targets that may be met over a three- or four- year period. If earned, no portion of the SLTI PSUs may vest before the third anniversary of grant. In fiscal 2024, the Compensation Committee granted time-based RSUs to our NEOs, other than Mr. Rhodes, that vest based on continued service over three years, to encourage retention while further tying realizable compensation from such equity awards to the Company’s long-term stock price. Because Mr. Rhodes' new hire awards were granted in late fiscal 2023, he did not receive an equity award in fiscal 2024.

  19. Chief Executive Officer ("CEO") Target Compensation versus Estimated Realizable Compensation

    Chief Executive Officer ("CEO") Target Compensation versus Estimated Realizable Compensation The strong link between pay and performance is further illustrated by the chart below, which shows that our CEO’s estimated realizable pay for fiscal years 2022, 2023 and 2024 was on average 96% of his target direct compensation. While the Summary Compensation Table reflects a measure of total compensation that includes the grant date fair value for equity awards, we believe that an assessment can be made by considering our CEO’s estimated realizable pay, which is based on the value of equity awards at vesting or exercise (or the end of fiscal year 2024 if not yet vested or exercised), and provides another important perspective on our CEO’s compensation package insomuch as it shows the amounts actually earned. The following graph illustrates the impact of our performance-based compensation programs on the total compensation of our CEO and compares his targeted compensation to estimated realizable pay as of June 30, 2024.

  20. Chief Executive Officer ("CEO") Target Compensation versus Estimated Realizable Compensation

    Target Compensation: Target compensation for each year reflects actual salary paid during the year, target bonus for the year, and the grant date target value of long-term incentive grants awarded in that year. (2) Estimated Realizable Compensation: Estimated realizable compensation for each year reflects (a) actual salary paid during the year; (b) actual bonus paid for the year’s performance; (c) the value of the RSUs granted that year as of the applicable vesting date or June 30, 2024, if outstanding; and (d) the value of the performance-based equity granted that year as of the applicable vesting date or based on performance through June 30, 2024, if outstanding.

  21. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our guiding principle in establishing executive compensation is to align compensation with the creation of stockholder value while achieving the Company’s strategic objectives and financial goals. Consistent with this principle, we seek to provide a competitive total compensation package that allows us to attract high quality candidates for senior leadership positions, to retain these employees, and to establish a total compensation program which motivates and rewards individual and team performance in alignment with our short- and long-term business strategies and objectives. Our compensation program is designed to provide accountability at both the individual and team level with respect to both absolute and relative competitive performance. We also align the interests of our executives and our stockholders by providing variable compensation to our executives that is directly linked to the performance of the Company and to our stock price. As illustrated below, a substantial portion of our NEOs’ fiscal 2024 compensation (PSUs, including SLTI PSUs for our CEO, and short-term cash incentives) was directly tied to the Company's financial and stock price performance. The graph below consists of base salary, bonuses, actual short-term cash incentives and the grant-date value of equity awards granted during fiscal 2024.

  22. Compensation Philosophy and Objectives

    (1) Fiscal 2024 other NEO pay mix excludes Mr. Rhodes because he did not receive equity awards in fiscal 2024 and thus his fiscal 2024 total compensation is not reflective of our typical NEO pay design. Annual compensation for a given NEO is determined with reference to competitive market data, as well as the individual’s experience, knowledge, skills, and performance. See "Compensation-Setting Process" section below for additional detail. As noted above, a significant portion of fiscal 2024 compensation to our CEO was at risk, specifically his short-term cash incentive and his PSU awards.

  23. Compensation Consultant

    Compensation Consultant In connection with our desire to make our executive compensation competitive, to more closely tie future compensation to performance, and to further align executive compensation with the creation of stockholder value, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm with expertise in the technology sector, to assist it in the performance of its duties and to advise it with respect to compensation matters for fiscal 2024. In its role as independent compensation consultant and at the request of the Compensation Committee, Compensia participated in Compensation Committee meetings and provided compensation advice to the Compensation Committee on: • the competitiveness of NEO compensation levels as compared to market (as represented by our peer group); • revisions and additions to the Company’s peer group, goal metrics and bonus design; • the compensation mix between cash and equity; and • developments in legislation and regulation affecting executive compensation. Although the Company pays Compensia’s fees for its engagement by the Compensation Committee, the Compensation Committee has sole discretion with respect to Compensia’s continued engagement and assignments. Further, the Compensation Committee has reviewed Compensia’s independence and determined that its work does not give rise to any conflicts of interest. Additional details regarding the Compensation Committee’s relationship and review of Compensia are also set forth in the “Compensation Committee” section above.

  24. Peer Group Selection and Review

    Peer Group Selection and Review The Compensation Committee considers a variety of factors when setting the compensation of our NEOs, including competitive market data, as well as the individual’s experience, knowledge, skills, performance and need for retention. The Compensation Committee evaluates pay competitiveness on an element-by-element basis, as well as on a total compensation basis. The peer group data reviewed includes a range of pay levels including the 25th, 50th and 75th percentile of the members of the peer group to reflect the range of pay to be considered when determining individual pay elements. While the Compensation Committee does not establish compensation levels by benchmarking to a specific percentile within our peer group, the Compensation Committee

  25. Peer Group Selection and Review

    | 2024 PROXY STATEMENT | | 43 |

  26. Peer Group Selection and Review

    reviews the practices of members of the peer group to better understand and assess the competitiveness of the compensation that the Company pays to its executives, both with respect to each compensation element and the overall compensation package. On February 8, 2023, following consultation with Compensia, the Compensation Committee approved our peer group for fiscal year 2024 compensation decisions. The peer group included the following companies:

  27. Peer Group Selection and Review

    | BOX | Infinera | Ring Central | | Calix | NETGEAR, Inc. | Teradata | | Commvault Systems | New Relic | Varonis Systems | | Dynatrace | Nutanix | Viasat | | Five9 | Pure Storage | Viavi Solutions | | | Qualys | |

  28. Peer Group Selection and Review

    For fiscal year 2024, this peer group was comprised of computer networking, communication equipment companies, cloud-oriented companies, and other technology companies with approximately $458.0 million to $2.8 billion in revenue, with a 50th percentile at $1.0 billion, and market capitalizations of approximately $564 million to $10.4 billion, with a 50th percentile at $3.6 billion, as of December 2022. The 2024 peer group better aligned with our cloud-oriented business focus and stayed within guidelines for revenue and market cap comparability. Relative to the fiscal 2023 peer group, the revised 2024 peer group excluded 8x8, Comtech Telecommunications, Mandiant, Inc. (f/k/a FireEye), Poly (f/k/a Plantronics), and Ribbon Communications, and added Five9, Qualys, Ring Central, Teradata, and Varonis Systems.

  29. Compensation Program Elements

    | Element | Purpose | | Base salary | Attract and retain talented employees. Reflects job responsibilities and serves as the primary element of fixed compensation and balance to performance-based risks. | | Short-term incentives | Encourage and reward overall company performance relative to our current plans and objectives, particularly in the short term. | | Long-term equity incentives | Promote the achievement of longer-term financial and strategic objectives. Encourage employee retention. Align the interests of our executives and stockholders by tying rewards to long term gains in stockholder value. | | Change in control and severance benefits | Retain our executives during the pendency of a proposed change in control transaction. Avoid adverse impacts to the morale of our executives and of uncertainty regarding continued employment. Align the interests of our executives and stockholders in the event of a change in control. Assist with the recruitment of executives and other key employees. In the event of a change in control, double-trigger cash severance is limited to a multiple of two times target annual cash compensation for our CEO and one and a half times target annual cash compensation for the other officers. | | Other benefits | Attract and retain talented employees or facilitate their focus on their duties to the Company. Provide health and welfare benefits with assurance of financial support in the event of illness or injury. Encourage retirement savings. Encourage additional equity ownership by employees. |

  30. Short-Term Cash Incentives

    Short-Term Cash Incentives Extreme Incentive Plan - The Compensation Committee establishes a short-term cash incentive plan each year under our EIP, which is applicable to our employees (other than sales personnel on variable compensation plans), including all of our NEOs. The EIP is designed to reward Company performance relative to our current plans and objectives, particularly in the short term. The structure and elements of the plan are reviewed and set semi-annually based upon expectations for our business derived from our annual operating plan. This approach enables the Compensation Committee to select performance metrics that are appropriate in light of evolving market conditions and areas of near-term focus. As in fiscal 2023, the EIP approved by the Compensation Committee for fiscal 2024, provided for semi-annual payouts based on the Company’s achievement of pre-established performance goals for each of the first and second halves of fiscal 2024. The Compensation Committee implements the short-term cash incentive plan through semi-annual performance targets to allow it to better set challenging, yet reasonable goals that take into account the current economic environment, the industry and the Company’s business. The semi-annual target levels for the performance metrics during fiscal 2024 were based on projections of metrics derived from the Company’s annual operating plan. For fiscal 2024, the EIP was funded based on the achievement of pre-established Net Revenue, Bookings Annual Contract Value ("ACV") and EBITDA performance goals. During each half, Net Revenue was weighted at 30%, Bookings ACV was weighted at 30% and EBITDA was weighted at 40%. In addition, for the second half of fiscal 2024, the Compensation Committee added a threshold requirement that non-GAAP Earnings per Share ("EPS") for the fourth quarter of fiscal 2024 must be equal to or greater than $0.20 for any EIP payout to be earned by our NEOs. Further, as the Compensation Committee reviewed the lowered targets for the second half of fiscal 2024, it decided to cap the bonus potential for the NEOs at 50% and eliminate upside potential for overperformance of the adjusted outlook. The threshold, target and maximum goals for each half of fiscal 2024 and their corresponding performance levels are set forth in the tables below. Achievement between threshold and target levels and between target and maximum levels is determined based on linear interpolation. Bookings ACV represents the total annualized value of a contract between a company and its customer and is typically used in subscription-based businesses or service agreements. Non-GAAP EPS represents non-GAAP net income (as discussed below) divided by diluted shares outstanding, which is calculated as GAAP weighted-average outstanding shares plus dilutive potential shares outstanding during the period. EBITDA represents non-GAAP net income before interest expense, income tax expense and depreciation and amortization expense. Non-GAAP net income was calculated as GAAP net income, adjusted for amortization of intangibles, share-based compensation, acquisition and integration costs, restructuring charges, system transition costs, non-recurring litigation charges, debt refinancing charges and tax effect on non-GAAP adjustments. The Compensation Committee believed the adjustments used in calculating this metric better reflect how the Company measures its performance. A GAAP to non-GAAP reconciliation for non-GAAP performance measures under the EIP is provided in this proxy statement under the section "Non-GAAP Measures of Financial Performance -- GAAP to non-GAAP Reconciliation." The threshold, target, and maximum goals of the EIP for July 1, 2023 through December 31, 2023 (the “First Half Performance Period”) and the Company’s corresponding performance levels are set forth in the table below.

  31. Short-Term Cash Incentives

    | | Bookings (ACV) ($millions) | Performance Level (% of Target) | Payout Scale Multiplier | Net Revenue ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | EBITDA | Performance Level (% of Target) | Payout Scale Multiplier | | <Threshold | $<535.9 | 0% | 0% | $<640.5 | 0% | 0% | $<129.5 | 0% | 0% | | Threshold | 535.9 | 85% | 50% | 640.5 | 85% | 50% | 129.5 | 75% | 50% | | Target | 630.5 | 100% | 100% | 753.5 | 100% | 100% | 172.6 | 100% | 100% | | Maximum | 756.6 | 120% | 150% | 904.2 | 120% | 150% | 241.6 | 140% | 150% |

  32. Short-Term Cash Incentives

    The Company’s actual achievement under the First Half Performance Period is set forth in the table below.

  33. Short-Term Cash Incentives

    | 2024 PROXY STATEMENT | | 45 |

  34. Short-Term Cash Incentives

    | Financial Metric | Target ($ millions) | Actual ($ millions) | Attainment | Performance Scale | Weight | | Bookings (ACV) | $630.5 | $550.8 | 87.4% | 58.0% | 30% | | Net Revenue | 753.5 | 649.5 | 86.2% | 54.0% | 30% | | EBITDA | 172.6 | 125.5 | 0.0% | 0.0% | 40% |

  35. Short-Term Cash Incentives

    Accordingly, the Compensation Committee approved a weighted payout for the First Half Performance Period of 33.6% of the target pool. The threshold, target, and maximum goals of the EIP for January 1, 2024 through June 30, 2024 (the “Second Half Performance Period”) and their corresponding performance levels are set forth in the table below. For any payments to be earned pursuant to the table below, the Compensation Committee set a threshold requirement of $0.20 Non-GAAP EPS for the fourth quarter of fiscal 2024 which must be achieved.

  36. Short-Term Cash Incentives

    | | Bookings (ACV) ($millions) | Performance Level (% of Target) | Payout Scale Multiplier | Net Revenue ($ millions) | Performance Level (% of Target) | Payout Scale Multiplier | EBITDA | Performance Level (% of Target) | Payout Scale Multiplier | | <Threshold | $<490.2 | 0% | 0% | $<469.3 | 0% | 0% | $<21.6 | 0% | 0% | | Threshold | 490.2 | 95% | 25% | 469.3 | 95% | 25% | 21.6 | 80% | 25% | | Target | 516.0 | 100% | 50% | 494.0 | 100% | 50% | 27.0 | 100% | 50% | | Maximum | 516.0 | 100% | 50% | 494.0 | 100% | 50% | 27.0 | 100% | 50% |

  37. Short-Term Cash Incentives

    The Company’s actual achievement under the Second Half Performance Period is set forth in the table below.

  38. Short-Term Cash Incentives

    | Financial Metric | Target ($ millions) | Actual ($ millions) | Attainment | Performance Scale | Weight | | Bookings (ACV) | $516.0 | $469.3 | 91.0% | 0.0% | 30% | | Net Revenue | 494.0 | 467.7 | 94.7% | 0.0% | 30% | | EBITDA | 27.0 | (28.6) | (108.0)% | 0.0% | 40% |

  39. Short-Term Cash Incentives

    The Company did not meet the threshold requirement of $0.20 Non-GAAP EPS, nor any of the performance levels for any of the applicable financial performance metrics. Therefore, the Compensation Committee approved a payout for the Second Half Performance Period of 0% of the target pool. For fiscal 2024, the Compensation Committee decided not to increase Messrs. Meyercord, Rhodes and Vitalone’s target bonuses as a percentage of their base salaries. For fiscal 2024, the Compensation Committee decided to increase Ms. Motiey's target bonus as a percentage of her base salary from 65% to 70%. The table below reflects the short-term incentive compensation paid to each of our NEOs in fiscal 2024 under the EIP, as well as the target short-term cash incentive opportunity (expressed as a percentage of base salary) for each NEO. We believe the “at risk” portion of each NEO’s compensation package, such as the short-term incentives, should increase with the ability to affect Company performance, the role of the NEO and other market factors. This philosophy is reflected in the “target bonus as a percentage of base salary” that was approved by the Compensation Committee for each NEO as set forth below. Although Mr. Vitalone continued to serve as an employee advisor following the cessation of his role as Chief Revenue Officer, Mr. Vitalone and the Company agreed that he would not be eligible to receive a bonus under the EIP with respect to the second half of fiscal 2024.

  40. Short-Term Cash Incentives

    | Named Executive Officer | 1st Base Pay Compensation | Target Bonus as % of Base Pay | 1st Half Perf Factor | 1st Half EIP Paid | 2nd Half Base Pay | Target Bonus as % of Base Pay | 2nd Half Perf Factor | 2nd Half EIP Paid | Total EIP paid for FY24 | | Edward B. Meyercord | $420,000 | 130% | 33.6% | $183,456 | $420,000 | 130% | — | $— | $183,456 | | Kevin Rhodes | 250,000 | 85% | 33.6% | 71,400 | 250,000 | 85% | — | — | 71,400 | | Katayoun ("Katy") Motiey | 242,500 | 70% | 33.6% | 57,036 | 242,500 | 70% | — | — | 57,036 | | Joe Vitalone | 242,500 | 100% | 33.6% | 81,480 | 242,500 | 100% | — | — | 81,480 |

  41. Short-Term Cash Incentives

    Overall, for the full fiscal year, our NEOs received approximately 16.8% of their annual target short-term cash incentive opportunities. The payments to our NEOs for fiscal 2024 were below target award opportunities for the full fiscal year and were directly tied to the Company's performance.

  42. Short-Term Cash Incentives

    | 2024 PROXY STATEMENT | | 46 |

  43. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We provide equity awards under the Company’s Amended and Restated 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”) to our NEOs to promote the achievement of longer-term financial and strategic objectives, to encourage employee retention and to align the interests of our executive officers and of our stockholders. We have historically granted equity to NEOs in the form of performance-based awards and time-based awards. The Compensation Committee believes that the RSUs and performance stock units (“PSUs”) granted to our NEOs (including our CEO who was also granted SLTI PSUs as described below) in fiscal 2024 provide appropriate retention incentives while maintaining a direct link between NEO compensation and stockholder value creation and continuing to hold our NEOs accountable to the Company’s performance and overall stockholder return. We believe that RSUs are an effective retention and compensatory tool because they retain value even during a challenging economic environment, and provide a retentive effect to maintain our top talent. Meanwhile, PSUs provide an incentive to enhance stockholder value since they are earned based on performance targets related to stockholder return and/or stock price. New Hire Awards - Generally, we grant equity awards to our new employees, including newly employed NEOs, in connection with the commencement of their employment to induce them to join us and to tie their long-term compensation to future increases in our stock price. The type of award, the aggregate amounts of such awards and the vesting terms of the new-hire awards granted to our NEOs are recommended by our CEO to the Chair of the Compensation Committee and are reviewed and approved by our Compensation Committee following consultation with our compensation consultants, Compensia, in consideration of such NEO’s ability to influence Company performance and such NEO’s prior experience. Our new hire equity awards typically are larger than the annual awards made to NEOs during their continued period of employment. Annual Awards - We also make annual grants to our NEOs, with the goal of aligning the interests of management and our stockholders by providing continued incentives to our NEOs to retain strong executives and improve corporate performance. Awards granted to NEOs other than our CEO, including both the size and type of the award, are recommended to the Compensation Committee by our CEO. Compensia prepared a compensation market analysis with data gathered from the peer group in connection with this annual review and advises the Compensation Committee in connection with its review of our CEO’s recommendations. Compensia also advises the Compensation Committee on the size and type of the award to be granted to our CEO. The Compensation Committee regularly evaluates Mr. Meyercord's role in the Company's growth and profitability, as well as the Company's relative TSR performance and absolute stock price performance. In fiscal 2024, the Compensation Committee decided to increase the mix of performance-based grants versus time-based grants awarded to Mr. Meyercord. As a result, for fiscal 2024, two-thirds of his equity grant awards were performance-based. We believe the overall design of equity awarded to Mr. Meyercord for fiscal 2024 appropriately balances driving long-term performance and program durability given the inclusion of time vesting RSUs and both relative and absolute performance-based awards. In fiscal year 2024, the Compensation Committee approved grants of RSUs and PSUs for our NEOs. The number of shares subject to each RSU and PSU award (at target) was determined by dividing the target grant value of each award by the greater of (i) closing trading price of our stock on the date of the grant or (ii) $18.00. One-third of the RSUs vest on the first anniversary of the vesting commencement date and 1/12th of the RSUs vest on each quarterly anniversary thereafter, subject to the executive’s continued service to the Company. The PSU awards granted to all NEOs in fiscal 2024, comprising half of the total target shares granted to NEOs other than our CEO and one-third of the total target shares granted to our CEO may be earned based on the Company’s total shareholder return (“TSR”) relative to the Russell 2000 Index (“Index”) over an overall three-year performance period with an overall payout range of 25% of target to 150% of target. While the opportunity to earn any above-target portion of the award is based on three-year performance, executives have the opportunity to earn up to one-third of the target number of shares subject to the award after each of the first and second years of the performance period based on one-year and two-year relative TSR, respectively. At the end of the full three-year period, there is an opportunity to earn up to 150% of the full target number of shares subject to each award based on the three-year TSR relative to the Index, less any shares earned for years one and two. For each performance period, the target number of shares will be earned if the Company’s TSR equals that of the Index, with linear scaling for performance below or above target based on a two-to-one factor (i.e., the number of shares earned will increase by 2% of target for each 1% the Company’s TSR exceeds the Index or the number of shares earned will decrease by 2% of target for each 1% the Company’s TSR is below the Index). No payout is earned if the Company's TSR is more than 37.5% below the Index. We believe the design of these PSUs provides a strong, long-term performance orientation given that the upside opportunity is only provided for strong three-year relative TSR performance and any portion earned based on one- or two-year relative TSR performance is capped at 100% of target of one-third of the overall award.

  44. Long-Term Equity Incentive Compensation

    | 2024 PROXY STATEMENT | | 47 |

  45. Long-Term Equity Incentive Compensation

    Special Grants - In fiscal 2024, the Compensation Committee approved a Stock Price Based Long-Term Incentive ("SLTI") PSU program pursuant to which Mr. Meyercord was granted an award of SLTI PSUs. The Compensation Committee determined that the compound annual growth rate of our stock price was an appropriate performance criterion, after considering the objective of balancing relative and absolute Company performance in light of the challenge of setting long term financial or operational goals in a dynamic business environment, and its goal to align Mr. Meyercord's pay opportunity with shareholder outcomes. The award may be earned if the Company's 30-trading day average stock price equals or exceeds $41.38 by the third anniversary of grant date, or, if not achieved by the third anniversary, if the Company's 30 trading day average stock price equals or exceeds $46.96 by the fourth anniversary of grant date. If the $41.38 stock price target is met during the three-year performance period, 50% of the award will vest on the third anniversary of the grant date, and 50% of the award will vest on the fourth anniversary of the grant date in each case subject to continued employment through the applicable dates. If the $46.96 stock price target is met during the period after the third anniversary of the grant date but before the fourth anniversary of the grant date, 100% of the award will vest at the fourth anniversary of the grant date. One-third of the total target shares granted to Mr. Meyercord in fiscal 2024 were granted under the SLTI PSU program. We believe the design of these SLTI PSUs provides an additional incentive for significant and sustained long-term absolute growth in the Company's stock price given both rigorous targets and four-year total vesting period in alignment with stockholders' interests. Performance-Based Awards with On-going Performance Periods During Fiscal 2024 - During fiscal 2024, performance-based awards granted in fiscal 2021 , 2022 and 2023 were outstanding. Pursuant to his separation agreement with the Company in connection with his termination, Mr. Vitalone's unvested RSUs outstanding as of January 8, 2024 were cancelled, as were his unvested PSUs granted in August 2023. He remained eligible to earn his PSUs granted in August 2021 and August 2022, according to the terms of those grant agreements. The Compensation Committee determined that this was appropriate due to Mr. Vitalone's agreement to serve as an employee advisor through August 20, 2024 following his cessation of service as Chief Revenue Officer, as well as due to the significant portion of the performance periods already elapsed for the August 2021 and August 2022 PSUs. August 2020 PSUs - In August 2020, the Compensation Committee approved grants of PSUs to Mr. Meyercord as described above under “—Long-Term Equity Compensation—Annual Awards.” On August 18, 2021, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was 140%, as compared to the Index TSR performance of 49%. Pursuant to the grant, Mr. Meyercord earned 100% of the target portion of the award for year one, which is a maximum of 33% of the original grant. On August 16, 2022, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second-year measurement period, as the Company’s total stock return for the two-year measurement period was 157%, as compared to the Index TSR performance of 23%. Pursuant to the grant, Mr. Meyercord earned 100% of the target portion of the award for year two, which is a maximum of 33% of the original grant. On August 16, 2023, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the third and final year measurement period, as the Company’s total stock return for the three-year measurement period was 527%, as compared to the Index TSR performance of 30%. Pursuant to the grant, Mr. Meyercord earned 84% of the target portion of the award for year three, which, including the portions previously earned, is a maximum of 150% of the original grant. August 2021 PSUs - In July 2021, the Compensation Committee approved grants of PSUs to Mr. Meyercord, Mr. Vitalone, and Ms. Motiey as described above under “—Long-Term Equity Compensation—Annual Awards.” On August 16, 2022, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was 7%, as compared to the Index TSR performance of -17%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey earned 100% of the target portion of the award for year one, which is a maximum of 33% of the original grant. On August 16, 2023, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second-year measurement period, as the Company’s total stock return for the two-year measurement period was 161%, as compared to the Index TSR performance of -12%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey have earned 100% of the target portion of the award for year two, which is a maximum of 33% of the original grant. On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the third and final year measurement period, as the Company’s total stock return for the three-year measurement period was

  46. Long-Term Equity Incentive Compensation

    | 2024 PROXY STATEMENT | | 48 |

  47. Long-Term Equity Incentive Compensation

    26.65%, as compared to the Index TSR performance of (3.66)%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey have earned 84% of the target portion of the award for year three, which, including the portions previously earned, is a maximum of 150% of the original grant. August 2022 PSUs - In July 2022, the Compensation Committee approved grants of PSUs to Mr. Meyercord, Mr. Vitalone, and Ms. Motiey as described above under “—Long-Term Equity Compensation—Annual Awards.” On August 16, 2023, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was 147%, as compared to the Index TSR performance of 6%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey have earned 100% of the target portion of the award for year one, which is a maximum of 33% of the original grant. On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was exceeded for the second-year measurement period, as the Company’s total stock return for the two-year measurement period was 19.04%, as compared to the Index TSR performance of 17.16%. Pursuant to the grant, Mr. Meyercord, Mr. Vitalone, and Ms. Motiey have earned 100% of the target portion of the award for year two, which is a maximum of 33% of the original grant. May 2023 PSUs - In May 2023, in connection with Mr. Rhodes' hiring, the Compensation Committee approved grants of PSUs to Mr. Rhodes as described above under “—Long-Term Equity Compensation—Annual Awards.” On May 31, 2024, the Compensation Committee certified that the minimum performance target for these PSU awards was not met for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was (35.08)%, as compared to the Index TSR performance of 15.38%. Pursuant to the grant, Mr. Rhodes has not earned any of the target portion of the award for year one, which would have been a maximum of 33% of the original grant. August 2023 PSUs - In July 2023, the Compensation Committee approved grants of PSUs to Messrs. Meyercord and Vitalone and Ms. Motiey as described above under “—Long-Term Equity Compensation—Annual Awards.” On August 16, 2024, the Compensation Committee certified that the performance target for these PSU awards was not met for the first-year measurement period, as the Company’s total stock return for the one-year measurement period was (51.86)%, as compared to the Index TSR performance of 10.43%. Pursuant to the grant, Mr. Meyercord and Ms. Motiey have not earned any of the target portion of the award for year one, which is a maximum of 33% of the original grant. As noted above, Mr. Vitalone's August 2023 PSUs were cancelled. August 2023 SLTI PSUs - In June 2023, the Compensation Committee approved a grant of PSUs with a grant date of August 15, 2023, to Mr. Meyercord as described above under “—Long-Term Equity Compensation—Annual Awards.” As of June 30, 2024 the Company's stock price had not met the applicable Stock Price Target, and no portion of this award has been earned.

  48. Change in Control and Severance Arrangements

    Change in Control and Severance Arrangements Each of our NEOs is employed at-will. However, from time to time, we implement plans or enter into agreements that would provide benefits payable to certain employees, including our NEOs, in connection with qualifying terminations of their employment or a change in control of the Company. These benefits assist us in our recruiting efforts and are competitive compared to our peer group. Additionally, without change in control benefits, our NEOs may be distracted by the transaction process or may terminate their employment prior to the closing of the change in control, particularly if they do not wish to remain with, or believe they will not be retained by, the remaining entity after the transaction closes. Such departures could jeopardize the consummation of a potential transaction, or our interests should the transaction not close. The Compensation Committee believes that these benefits therefore serve to enhance stockholder value and align our NEOs’ interest with those of our stockholders. Our agreements with our NEOs and our change in control and severance arrangements are described under “Summary of Employment and Other Agreements” below. The estimated potential payments that each NEO would have received if a change in control of the Company or termination of employment had occurred on June 30, 2024 are set forth under “Estimated Payments Upon Termination Without Cause or Upon Change in Control” below.

  49. Other Benefits

    and for recruitment and retention purposes. We do not provide a defined benefit retirement pension plan, deferred compensation plan, or the use of company vehicles to our NEOs. During fiscal 2024, each of our NEOs who joined the Company before May 4, 2016, currently only Mr. Meyercord, was eligible to receive a special benefit in the event of his death or disability which includes a cash payment and full vesting of any outstanding time-based equity awards. See “Summary of Employment and Other Agreements” for more information on this death and disability benefit. This additional benefit is intended to make sure that the income provided to a NEO in the event of their disability is representative of their pre-disability earnings at the same percentage as other employees. We provide other customary benefits to our NEOs that we provide to all of our full-time U.S. based employees. Those benefits include medical, dental, vision and prescription drug insurance coverage; flexible spending contribution plan; disability insurance; life insurance; business travel insurance; a Section 401(k) savings plan with employer match up to a predetermined percentage; educational assistance; employee assistance program; employee stock purchase plan; and paid holidays. We do not provide a fixed vacation allowance for NEOs and other U.S. employees, as they may be required to travel extensively and are required to be available to us even while vacationing. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our Compensation Committee. See the "Summary Compensation Table" for more information on the benefits described above.

  50. Compensation-Related Risk Evaluation

    Compensation-Related Risk Evaluation The Compensation Committee has reviewed compensation-related risks and does not believe the Company’s compensation programs encourage excessive or inappropriate risk-taking or create risks that are reasonably likely to have a material adverse effect on the Company for the following reasons: • The base salary and cash bonus components of the compensation program are designed to provide income independent of the Company’s stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. • We generally utilize formulaic annual and long-term incentive plan awards instead of discretionary payments. The cash bonus and equity components of compensation are designed to reward both short- and long-term company performance, which discourages employees from taking actions that focus solely on the short-term success of the Company. • Because EBITDA performance was used in addition to revenue and bookings for determining cash bonus payments under the fiscal 2024 short-term incentive program, our NEOs and other employees were encouraged to take a balanced approach that focused on generating corporate revenue while taking into account operating expenses. • The Company’s EBITDA performance target under the EIP is applicable to our executives and employees (other than most sales employees) alike, regardless of functional group. • The Company caps the performance-based cash incentives and performance-based equity awards for our executives at 150% of target, which discourages excessive risk taking. The majority of PSUs granted to NEOs are tied to relative stock return performance, and the PSOs previously granted to NEOs as well as the SLTI PSUs granted to our CEO, are tied to stock price performance, resulting in a diverse and blended set of pre-established goals.

  51. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table sets forth information for fiscal 2024, 2023, and 2022, as applicable, concerning the compensation of our NEOs.

  52. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  53. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | Edward B. Meyercord | 2024 | $840,000 | — | $13,923,634 | — | $183,456 | $16,172 | $14,963,262 | | | 2023 | 800,000 | — | 14,190,565 | — | 1,124,760 | 17,353 | 16,132,678 | | | 2022 | 760,000 | — | 7,419,370 | — | 710,372 | 17,442 | 8,907,184 | | Kevin Rhodes | 2024 | 500,000 | — | — | — | 71,400 | 12,538 | 583,938 | | | 2023 | 45,513 | 250,000 | 8,163,045 | — | — | 15,000 | 8,473,558 | | Katayoun ("Katy") Motiey | 2024 | 485,000 | — | 2,194,424 | — | 57,036 | 11,810 | 2,748,270 | | Joe Vitalone | 2024 | 485,000 | — | 3,291,603 | — | 81,480 | 32,332 | 3,890,415 | | | 2023 | 460,000 | — | 2,933,472 | — | 497,490 | 19,704 | 3,910,666 | | | 2022 | 420,000 | — | 1,780,654 | — | 301,980 | 9,057 | 2,511,691 |

  54. SUMMARY COMPENSATION TABLE

    (1) For 2023, the amount in this column represents the sign-on bonus paid to Mr. Rhodes in connection with his commencement of employment with us under his employment offer letter. (2) Represents the aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation—Stock Compensation, and does not reflect whether our NEOs actually realized a financial benefit from the award. For information on the assumptions used to calculate the value of the awards, refer to Note 12 of our consolidated financial statements in our Form 10-K for the fiscal year ended June 30, 2024. All Other Compensation for all NEOs for fiscal 2024 consisted of matching contributions under our Section 401K plan, premium payments for the executive disability top up (for Mr. Meyercord and Ms. Motiey), company-taxable health saving account (for Ms. Motiey), a purchase of books authored by Ms. Motiey awarded as prizes for an employee event (for Ms. Motiey), and a separation payment of $25,000 for Mr. Vitalone.

  55. SUMMARY COMPENSATION TABLE

    | 2024 PROXY STATEMENT | | 52 |

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to stock and option awards and other plan-based awards, including non-equity incentive awards (cash bonuses), granted to our NEOs during fiscal 2024. For a narrative description of the various plan-based awards set forth in the following table, see the discussion above under the heading “Compensation Discussion and Analysis.”

  57. Grants of Plan-Based Awards

    | | | Estimated Future Payout Under Non Equity | | | Estimated Future Payouts Under | | | All Other Stock Awards: Number of | Grant Date Fair Value of Stock | | | | Incentive Plan (1) | | | Equity Incentive Plan Awards (2) | | | Shares | and | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | of Stock | Option | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | or Units (#) | Awards ($) (3) | | Edward B. Meyercord | | $409,500 | $1,092,000 | $1,092,000 | — | — | — | — | — | | | 8/15/2023 | — | — | — | 35,145 | 140,581 | 210,872 | — | 5,374,902 | | | 8/15/2023 | — | — | — | — | 140,581(4) | — | — | 4,048,734 | | | 8/15/2023 | — | — | — | — | — | — | 140,581(5) | 4,499,998 | | Kevin Rhodes | | 159,375 | 425,000 | 425,000 | — | — | — | — | — | | Katayoun ("Katy") Motiey | | 127,313 | 339,500 | 339,500 | — | — | — | — | — | | | 8/15/2023 | — | — | — | 7,810 | 31,240 | 46,860 | — | 1,194,431 | | | 8/15/2023 | — | — | — | — | — | — | 95,886(5) | 999,992 | | Joe Vitalone | | 181,875 | 485,000 | 485,000 | — | — | — | — | — | | | 8/15/2023 | — | — | — | 11,715 | 46,860 | 70,290(6) | — | 1,791,614 | | | 8/15/2023 | — | — | — | — | — | — | 105,479(5)(6) | 1,499,989 |

  58. Grants of Plan-Based Awards

    (1) Represents threshold, target and maximum payouts under the First and Second Half Performance Periods under the fiscal 2024 EIP as described above under “—Short-Term Cash Incentives—First and Second Half Performance Periods.” Threshold and maximum payouts correspond to 37.5% and 100% of target, respectively. The actual amount earned by each named executive officer under the First and Second Half Performance Periods is set forth in the Summary Compensation Table elsewhere in this Proxy Statement. Mr. Vitalone was not eligible to receive a bonus with respect to the Second Half Performance Period pursuant to his separation agreement. (2) Except as otherwise noted, these PSU awards may be achieved at a minimum threshold of 25% of the target payout, target payout, or a maximum of 150% of the target payout subject to the Company’s TSR relative to the Russell 2000 Index over a three-year period, with an annual achievement of 1/3 of the target payout in years one and two, with the maximum payable, if met, in year three. If the minimum threshold is not met, no shares will be achieved. (3) The grant date fair value is calculated in accordance with ASC Topic 718, Compensation—Stock Compensation, and excludes the impact of estimated forfeitures related to service-based vesting conditions. (4) These PSU awards may be earned upon the achievement of a certain stock price target over the defined performance period. The stock price target shall be deemed achieved if the average closing stock price over any thirty consecutive trading days during the period from grant date through the third anniversary of the grant date equals or exceeds the price target of $41.38 for the initial performance period. Upon satisfaction of the initial stock price target, 50% of the shares will vest on the third anniversary of the grant date and the remaining 50% will vest on the fourth anniversary of the grant date, subject to the employees' continued service through the applicable vesting dates. If the units are not earned on the last day of initial performance period, the units will remain outstanding and be eligible to be earned if the average closing stock price over any thirty consecutive trading days equals or exceeds the price target of $46.96 during the period between the third and fourth anniversary of the grant date. Upon satisfaction of such stock price target during the period between the third and fourth anniversary of the grant date, the units will vest on the fourth anniversary of the grant date, subject to the employee's continued service through such date. (5) These RSUs vested as to 1/3 of the units on August 15, 2024 and as to 1/12 of the award each quarter thereafter, subject to the NEO’s continued service through such dates. The PSU and RSU awards granted to Mr. Vitalone during fiscal year 2024 were cancelled pursuant to his separation agreement. For additional information, see "-- Summary of Employment and Other Agreements - Vitalone Separation Agreement."

  59. Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT | | 53 |

  60. Pension Benefits and Nonqualified Deferred Compensation Plans

    Pension Benefits and Nonqualified Deferred Compensation Plans We do not have any plans with any of our NEOs that provide for payments or other benefits at, following, or in connection with retirement. We also do not have any defined contribution or other plan with any of our NEOs that provides for the deferral of compensation on a basis that is not tax qualified.

  61. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding each unexercised option and all unvested stock awards held by each of our NEOs as of June 30, 2024.

  62. Outstanding Equity Awards at Fiscal Year-End

    | | OPTIONS 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Edward B. Meyercord | 216,428(2) | — | — | 6.40 | 8/29/2025 | — | — | — | — | | | 636,845(3) | — | — | 6.70 | 8/28/2026 | — | — | — | — | | | — | — | — | — | — | 26,055(4) | 350,440 | — | — | | | — | — | — | — | — | 193,365(5) | 2,600,759 | — | — | | | — | — | — | — | — | 140,581(6) | 1,890,814 | — | — | | | — | — | — | — | — | — | — | 104,219(7) | 1,401,746 | | | — | — | — | — | — | — | — | 309,230(8) | 4,159,144 | | | — | — | — | — | — | — | — | 35,145(9) | 472,700 | | | — | — | — | — | — | — | — | 140,581(10) | 1,890,814 | | Kevin Rhodes | — | — | — | — | — | 94,880(11) | 1,276,136 | — | — | | | — | — | — | — | — | — | — | 189,750(12) | 2,552,138 | | Katayoun ("Katy") Motiey | 71,800(2) | — | — | 6.40 | 45,898 | — | | — | — | | | | | | | | 4,169(4) | 56,073 | | | | | — | — | — | — | — | 26,645(5) | 358,375 | — | — | | | — | — | — | — | — | 31,240(6) | 420,178 | — | — | | | — | — | — | — | — | — | — | 62,513(7) | 840,800 | | | — | — | — | — | — | — | — | 42,612(8) | 573,131 | | | — | — | — | — | — | — | — | 7,810(9) | 105,045 | | Joe Vitalone | — | — | — | — | — | — | — | 41,675(7) | 560,529 | | | — | — | — | — | — | — | — | 31,962(8) | 429,889 |

  63. Outstanding Equity Awards at Fiscal Year-End

    (1) The market value of the share awards is based on the closing price of our common stock as of June 28, 2024, which was $13.45. (2) These performance-based stock options were earned when the closing stock price of the Company’s common stock traded for 30 consecutive days at $10.00 or above between May 14, 2021 and June 25, 2021, which was during the performance period beginning August 31, 2018 and ending on August 31, 2021. Once earned, the PSOs vested as to 1/3rd of the shares subject thereto on August 31, 2019 and as to 1/12th of the shares thereto on each quarterly anniversary thereafter, with any shares that would have already been vested in accordance with the time-based vesting schedule vesting immediately when the PSOs are earned. (3) The option vested as to 1/4th of the shares subject to the option on August 31, 2020 and vests as to 1/16th of the shares subject to the option on each quarterly anniversary thereafter, subject to the NEO’s continued service through such dates. (4) These RSUs vested as to 1/3 of the units on August 15, 2022, and vest as to 1/12th of the award each quarter thereafter, subject to Mr. Meyercord's continued service through such dates. (5) These RSUs vested as to 1/3 of the units on August 15, 2023, and vest as to 1/12th of the award each quarter thereafter, subject to the NEO’s continued service through such dates. (6) These RSUs vest as to 1/3 of the units on August 15, 2024 and vest as to 1/12th of the award each quarter thereafter, subject to the NEO’s continued service through such dates. (7) These PSU awards may be earned based on the Company’s total shareholder return relative to the Russell 2000 Index (“Index”) over an overall three-year performance period ending in August 2024 and an overall payout range of 25% of target to 150% of target. (8) These PSU awards may be earned based on the Company’s total shareholder return relative to the Russell 2000 Index (“Index”) over an overall three-year performance period ending in August 2025 and an overall payout range of 25% of target to 150% of target. These PSU awards may be earned based on the Company’s total shareholder return relative to the Russell 2000 Index (“Index”) over an overall three-year performance period ending in August 2026 and an overall payout range of 25% of target to 150% of target

  64. Outstanding Equity Awards at Fiscal Year-End

    | 2024 PROXY STATEMENT | | 58 |

  65. Outstanding Equity Awards at Fiscal Year-End

    These PSU awards may be earned upon the achievement of a certain stock price target over the defined performance period. The stock price target shall be deemed as achieved if the average closing stock price over any thirty consecutive trading days during the period from grant date through the third anniversary of the grant date equals or exceeds the price target of $41.38 for the initial performance period. Upon satisfaction of the initial stock price target, 50% of the units will vest on the third anniversary of the grant date and the remaining 50% will vest on the fourth anniversary of the grant date, subject to employees continued service through the applicable vesting dates. If the units are not earned on the last day of initial performance period, the units will remain outstanding and be eligible to be earned if the average closing stock price over any thirty consecutive trading days equals or exceeds the price target of $46.96 during the period between the third and fourth anniversary of the grant date. Upon satisfaction of such stock price target during the period between the third and fourth anniversary of the grant date, the units will vest in full on the fourth anniversary of the grant date, subject to employee's continued service through such date. These RSUs vested as to 1/3 of the units on May 30, 2024, and vest as to 1/12th of the award each quarter thereafter, subject to Mr. Rhodes' continued service through such dates. (12) These PSU awards may be earned based on the Company’s total shareholder return relative to the Russell 2000 Index (“Index”) over an overall three-year performance period ending in May 2026 and an overall payout range of 25% of target to 150% of target.

  66. Option Exercises and Stock Vested During Last Fiscal Year

    Option Exercises and Stock Vested During Last Fiscal Year The following table sets forth certain information concerning option exercises and vesting of common stock awards (either RSUs or PSUs) held by our NEOs during the fiscal year ended June 30, 2024.

  67. Option Exercises and Stock Vested During Last Fiscal Year

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Edward B. Meyercord | 113,772 | $1,832,497 | 984,935 | $26,271,264 | | Kevin Rhodes | — | — | 94,870 | 1,361,812 | | Katy ("Katy") Motiey | — | — | 91,927 | 2,235,433 | | Joe Vitalone | — | — | 142,756 | 4,019,251 |

  68. Estimated Payments Upon Termination or Upon Change in Control

    Estimated Payments Upon Termination or Upon Change in Control We have entered into agreements and maintain certain plans and policies that entitle our NEOs to certain benefits in the event of (i) a termination of employment of an NEO other than for Cause or our CEO’s resignation for Good Reason, in either case, and not resulting from a Change in Control of the Company; (ii) a termination of employment of an NEO resulting from the death or disability of an NEO; (iii) a Change in Control; or (iv) a termination of employment of an NEO by the Company other than for Cause or by the NEO for Good Reason in connection with a Change in Control of the Company. These agreements, plans and policies, including the circumstances that would trigger payments or the provision of other benefits, and material conditions and obligations applicable to the recipient of payments and benefits, are described in “Summary of Employment and Other Agreements” elsewhere in this “Executive Compensation” section. In connection with his separation from employment, Mr. Vitalone is entitled to certain separation benefits pursuant to his separation agreement as described above in “Summary of Employment and Other Agreements” elsewhere in this “Executive Compensation” section. The following table describes the potential payments that we would have been required to make to our NEOs (other than Mr. Vitalone) upon: (i) a termination of employment of the NEO other than for Cause or a resignation of our CEO for Good Reason outside a Change in Control Period (which is the period of time commencing 3 months prior to the signing of a definitive agreement that results in a Change in Control and ending 18 months after a Change in Control); (ii) a Change in Control; (iii) a termination of employment of the NEO by the Company other than for Cause or by the NEO for Good Reason during a Change in Control Period; and (iv) a termination of employment of the NEO resulting from the death or disability of such NEO (both during and outside of a Change in Control Period); in each case, assuming such qualifying event(s) took place on June 30, 2024, under the assumptions set forth in the footnotes to the table. The amounts listed below do not include the payment of accrued salary that would be due upon termination of employment and are not adjusted for any applicable tax withholding.

  69. Estimated Payments Upon Termination or Upon Change in Control

    | 2024 PROXY STATEMENT | | 59 |

  70. Estimated Payments Upon Termination or Upon Change in Control

    | Name | Potential Payments upon Termination Other than for Cause Outside of a Change in Control Period($)(1) | Potential Payments Following Change in Control ($)(2) | Potential Payments Upon Termination Other Than for Cause or a Resignation for Good Reason During Change in Control Period($)(3) | Potential Payments upon Termination as a Result of Death or Permanent Disability outside of a Change in Control Period($)(4) | Potential Payments Upon Termination as a Result of Death or Permanent Disability During Change in Control Period($)(5) | | Edward B. Meyercord | | | | | | | Salary | $840,000(6) | $— | $1,680,000(7) | $840,000(6) | $1,680,000(7) | | Bonus | —(8) | — | 3,276,000(9) | — | 3,276,000(9) | | Equity award vesting acceleration | 3,532,987(10) | 11,808,901(11) | 13,810,474(11) | 4,842,013(11) | 11,808,901(11) | | COBRA | 33,336(12) | — | 66,672(13) | — | — | | Outplacement Benefits | 10,400 | — | 15,643(15) | — | — | | Kevin Rhodes | | | | | | | Salary | 517,000(6) | - | 750,000(7) | - | - | | Bonus | -(8) | - | 1,062,500(9) | - | - | | Equity award vesting acceleration | - | 2,743,141(11) | 3,828,274(11) | - | -(11) | | COBRA | 20,658(12) | - | 61,974(13) | - | - | | Outplacement Benefits | 15,643(14) | - | 15,643(15) | - | - | | Katayoun ("Katy") Motiey | | | | | | | Salary | 502,000(6) | — | 727,500(7) | 502,000 | — | | Bonus | | — | 848,750(9) | — | — | | Equity award vesting acceleration | | 1,933,666(11) | 2,294,314(11) | 834,626 | 1,933,666(11) | | COBRA | 11,622(12) | — | 34,866(13) | — | — | | Outplacement Benefits | 15,643(14) | — | 15,643(15) | — | — |

  71. Estimated Payments Upon Termination or Upon Change in Control

    Assumes termination without Cause for each NEO or, in the case of our CEO and CFO, a resignation for Good Reason, in each case, as of June 30, 2023, and not during a Change in Control Period. (2) Assumes a hypothetical Change in Control as of June 30, 2024, with no termination of employment during the Change in Control Period. Also assumes that the company acquiring us in the hypothetical change in control did not assume or substitute equivalent replacements for the outstanding equity awards of the participants in the CiC Plan. (3) Assumes a hypothetical Change in Control with termination without Cause or for Good Reason, in each case, as of June 30, 2024. (4) Assumes a termination due to death or permanent disability as of June 30, 2024, and not during a Change in Control Period. (5) Assumes a hypothetical Change in Control with a termination due to death or permanent disability, in each case, as of June 30, 2024. (6) Represents a lump sum cash payment equal to 12 months’ base salary for Mr. Meyercord as described in his offer letter. For Mr. Rhodes and Ms. Motiey, this represents a payment equal to 12 months' base salary plus $17,000. (7) Represents a lump sum cash payment equal to 2x base salary for Mr. Meyercord, 1.5x base salary for Mr. Rhodes, Ms. Motiey, and Mr. Vitalone. (8) Because there were no Board-approved Company performance targets in the quarter immediately preceding June 30, 2024, Mr. Meyercord would not have been eligible to receive a prorated bonus. Mr. Rhodes and Ms. Motiey were not eligible to receive a prorated bonus, as the bonus payout for the second half of fiscal 2024 was equal to $0. (9) Represents 2x target bonus for Mr. Meyercord, 1.5x target bonus for each other NEO, and for each NEO, an additional 1x target bonus representing the prorated target bonus as of fiscal year end. Represents an additional 12 months accelerated vesting of all time-based equity awards. Assumes a price per share of our common stock equal to $13.45, the closing market price on June 30, 2024. In the case of RSUs, the amount represents the aggregate value of all shares that would be accelerated. In the case of stock options, the amount represents any positive

  72. Estimated Payments Upon Termination or Upon Change in Control

    | 2024 PROXY STATEMENT | | 60 |

  73. Estimated Payments Upon Termination or Upon Change in Control

    aggregate spread (i.e., any positive difference between the exercise price and the closing price of our common stock on June 30, 2024) with respect to all options that would be accelerated. Represents full accelerated vesting of all time-based equity awards, assuming the acquiring entity did not assume or substitute equivalent replacement of for the outstanding awards upon a Change in Control. Assumes a price per share of our common stock equal to $13.45 the closing market price on June 30, 2024. In the case of RSUs, the amount represents the aggregate value of all shares that would be accelerated. In the case of stock options, this amount represents any positive aggregate spread (i.e., the difference between the exercise price and the closing price of our common stock on June 30, 2024) with respect to all options that would be accelerated. Assuming the per share consideration paid to our stockholders was equal to the closing stock price on June 30, 2024, the PSUs granted in August 2021 would be deemed to be earned at 136% achievement as of such Change in Control and as a result Mr. Meyercord and Ms. Motiey would earn a number of shares equal to 136% of their target number of PSUs; the PSUs granted in August 2022 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Meyercord and Ms. Motiey would earn a number of shares equal to 100% of their target number of PSUs; the PSUs granted in May 2023 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Rhodes would earn a number of shares equal to 100% of the target number of PSUs; the TSR PSUs granted in August 2023 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Meyercord and Ms. Motiey would earn a number of shares equal to 100% of their target number of PSUs; and the SLTI PSUs granted in August 2023 would be deemed to be earned at target achievement as of such Change in Control and as a result Mr. Meyercord would earn a number of shares equal to 100% of his target number of PSUs. (12) Represents the cost of COBRA premiums for 12 months for Mr. Meyercord, and 6 months for Mr. Rhodes and Ms. Motiey. (13) Represents the cost of COBRA premiums for 24 months for Mr. Meyercord and 18 months for each other NEO. (14) Represents Company-paid outplacement services for 12 months for each executive, which is a flat rate. (15) Represents Company-paid outplacement services for 24 months for each executive, which is a flat rate.

  74. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO: For fiscal 2024, our last completed fiscal year: • The annual total compensation of our CEO, as reported in the Summary Compensation Table as presented elsewhere in this proxy statement, was $14,963,262. • The annual total compensation for our median employee was $97,911. Based on this information, for fiscal 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of median employee was approximately 153 to 1. This pay ratio is a reasonable estimate based on our reasonable judgment and assumptions and calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above. To identify the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: o We identified the employee with compensation at the median of the compensation of all our employees by considering our employee population as of June 30, 2024. We choose a new median employee for fiscal 2024 and included all our employees inside and outside the U.S. o We determined our median employee based on a consistently applied compensation measure of annual base salary as of June 30, 2024 for salaried employees and hourly rate multiplied by estimated work schedule of June 30, 2024 for hourly employees. o Amounts paid in foreign currency were converted into United States dollars using June 30, 2024 exchange rates. Using the foregoing methodology, we then calculated the median employee’s total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $97,911.

  75. CEO Pay Ratio

    | 2024 PROXY STATEMENT | | 61 |

  76. CEO Pay Ratio

    With respect to the annual total compensation for our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table for Fiscal Year 2024.

  77. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our chief executive officer (“CEO”) and Non-CEO named executive officers (“Non-CEO NEOs”) and Company performance for the fiscal years listed below.

  78. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for Edward B. Meyercord(1) ($) | Compensation Actually Paid to Edward B. Meyercord(1,2,3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1,2,3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Net Revenue ($ Millions)(5) | | 2024 | 14,963,262 | (12,164,272) | 2,407,541 | (3,597,689) | 309.85 | 240.89 | (86.0) | 1,117.2 | | 2023 | 16,132,678 | 52,660,443 | 4,328,505 | 6,503,978 | 600.15 | 214.79 | 78.1 | 1,312.5 | | 2022 | 8,907,184 | 6,152,038 | 2,519,487 | 1,934,632 | 205.53 | 151.92 | 44.3 | 1,112.3 | | 2021 | 5,569,901 | 17,733,987 | 2,189,124 | 4,964,042 | 257.14 | 152.85 | 1.9 | 1,009.4 |

  79. Pay Versus Performance Disclosure

    (1) Edward B. Meyercord was our CEO for each year presented. The individuals comprising the Non-CEO NEOs for each year presented are listed below.

  80. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | | Remi Thomas | Remi Thomas | Kevin Rhodes | Kevin Rhodes | | Joe Vitalone | Joe Vitalone | Joe Vitalone | Joe Vitalone | | | | Remi Thomas | Katayoun ("Katy") Motiey | | | | Cristina Tate | |

  81. Pay Versus Performance Disclosure

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 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) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table.

  82. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Edward B. Meyercord ($) | Exclusion of Stock Awards for Edward B. Meyercord ($) | Inclusion of Equity Value for Edward B. Meyercord ($) | Compensation Actually Paid to Edward B. Meyercord ($) | | 2024 | 14,963,262 | (13,923,634) | (13,203,900) | (12,164,272) |

  83. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-CEO NEOs ($) | Average Inclusion of Equity Values for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non- CEO NEOs ($) | | 2024 | 2,407,541 | (1,828,676) | (4,176,554) | (3,597,689) |

  84. Pay Versus Performance Disclosure

    | 2024 PROXY STATEMENT | | 62 |

  85. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  86. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Edward B. Meyercord ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Edward B. Meyercord ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Edward B. Meyercord ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Edward B. Meyercord ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Edward B. Meyercord ($) | Total - Inclusion Equity Values for Edward B. Meyercord ($) | | 2024 | 2,888,610 | (14,554,169) | — | (1,538,341) | — | (13,203,900) |

  87. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- CEO NEOs ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-CEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- CEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- CEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-CEO NEOs ($) | | 2024 | 188,961 | (2,573,068) | — | (490,010) | (1,302,437) | (4,176,554) |

  88. Pay Versus Performance Disclosure

    Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates and updated performance metric projections (for PSUs). Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. (4) The Peer Group TSR set forth in this table utilizes the NASDAQ US Benchmark Computer Hardware Total Return Index (“NASDAQ Computer Hardware Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended June 30, 2024. The comparison assumes $100 was invested for the period starting June 30, 2020, through the end of the listed year in the Company and in the NASDAQ Computer Hardware Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Net Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2024. Specifically, Net Revenue is used to evaluate CEO and Non-CEO NEO performance under the EIP, a short-term cash incentive plan that is funded based on the Company’s achievement of Revenue goals as well as Company EBITDA goals and Bookings ACV, with Net Revenue goals weighted more heavily. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  89. Pay Versus Performance Disclosure

    | 2024 PROXY STATEMENT | | 63 |

  90. Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years for the Company, and the NASDAQ Computer Hardware Index TSR over the same period.

  91. Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income

    Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually paid to our non-CEO NEOs, and our Net Income during the three most recently completed fiscal years.

  92. Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income

    | 2024 PROXY STATEMENT | | 64 |

  93. Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Revenue

    Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Revenue The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Revenue during the four most recently completed fiscal years.