DEF 14A of Kura Sushi Usa, Inc., Dec 11, 2024

DEF 14A of Kura Sushi Usa, Inc.

Filed Dec 11, 2024 · FY20240000950170-24-135376

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS The Company’s Board of Directors is presently comprised of six members. These directors are elected by the stockholders at each annual meeting to serve until the next annual meeting following their election. The Company’s current Board of Directors consists of Shintaro Asako, Treasa Bowers, Kim Ellis, Seitaro Ishii, Carin L. Stutz and Hajime Uba. Seitaro Ishii will not be standing for re-election at the Annual Meeting, at which time his term as a director will expire, and the size of the Board will decrease to five members. The Company thanks Mr. Ishii for his years of service. The remaining directions will stand for re-election at the Annual Meeting. Each of the nominees for election is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve until the next annual meeting and until his or her successor shall have been duly chosen and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. If any of the nominees are unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board. Alternatively, the Board may reduce the size of the Board. The names of the nominees for election as directors at the Annual Meeting, and certain information about them, including their ages as of December 11, 2024, are included below.

  2. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    | Nominees | Age | Position | Term Expiration | Expiration of Term for which Nominated | | Shintaro Asako(1)(2)(3)(4) | 50 | Director | 2025 | 2026 | | Treasa Bowers(1)(2)(3) | 61 | Director | 2025 | 2026 | | Kim Ellis(2) | 58 | Director | 2025 | 2026 | | Carin L. Stutz(1)(3) | 68 | Director | 2025 | 2026 | | Hajime Uba | 47 | President, Chief Executive Officer, Director and Chairman of the Board | 2025 | 2026 |

  3. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    (1) Member of the Audit Committee. (2) Member of Compensation Committee. (3) Member of Nominating Committee (4) Lead Independent Director.

  4. Nominees for Election as Directors

    Nominees for Election as Directors Shintaro Asako has served as a member of our Board of Directors since the completion of our initial public offering on August 5, 2019. He is a general partner of Delight Ventures, a Japanese Venture Capital Firm specializing in making investments to early-stage startups, where he has served in such capacity since May 2022. He is also the founder and Chief Executive Officer of Bulldog Advisory Inc., a California professional firm specializing in board and executive consultation services since August 2019. From 2011 to July 2019, he served in various management capacities with DeNa Co., Ltd., a developer of mobile game and online services, including as Chief Financial Officer and regional Chief Executive Officer & Chief Financial Officer of its western operations. From 2006 through 2011, Mr. Asako served as the Chief Financial Officer at MediciNova, Inc. Prior to his services with MediciNova, Inc., Mr. Asako held various positions at KPMG LLP and Arthur Andersen LLP, providing a variety of audit, tax, and business consulting services to multinational clients. Mr. Asako currently serves on various public and private company boards of directors, including 7-Eleven, Inc., Uzabase, Inc., and TYPICA Holdings, Inc. Mr. Asako holds a Bachelor of Science from the University of Southern California Leventhal School of Accounting and is a certified public accountant from the state of California. Mr. Asako possesses strong knowledge and experience in financial management, strategic planning as well as background in regulations for publicly listed companies both in the United States and Japan, making him qualified to serve as a member of our Board of Directors. Treasa Bowers has served as a member of our Board of Directors since July 2024. She is the Executive Vice President and Chief Human Resources Officer for 7-Eleven, Inc, where she leads the company’s talent strategy, overseeing talent acquisition, talent management, training and development, total rewards and employee relations. Ms. Bowers currently serves on CSN’s Diversity and Inclusion Advisory Board, as well as the Boards of Directors of Scholarship America and the Global Leadership Enhancement and Mentoring Network. Ms. Bowers is a graduate of the Human Resources Institute at Villanova University and received a Bachelor of Science degree in business administration and management from Kennedy-Western University. Ms. Bowers has significant leadership and talent management experience, and strong knowledge in the retail industry that provide her with the qualifications and skills to serve as a member of our Board of Directors. Kim Ellis has served as a member of our Board of Directors since December 2019. She most recently served as Chief Development Officer for Scooter’s Coffee from January 2023 through June 2024 and Senior Vice President Real Estate Development for Black Rifle Coffee Company LLC from August 2021 to June 2022, Senior Vice President Development for GameStop Corp. from February 2020 to August 2021, Chief Development Officer for iFLY Indoor Skydiving from September 2018 to August 2019, as Chief Development Officer for Piada Italian Street Food from August 2015 to January 2018, and as Senior Vice President of Development for Regis Corporation from 2011 to 2014. From 2006 to 2011, Ms. Ellis served as Executive Vice President of Development for Panda Restaurant Group, where she led the company’s growth and development endeavors and was instrumental in expanding the Panda Express brand by over 630 locations. Ms. Ellis is an active Member of the Board of Trustees of the International Council of Shopping Centers. Ms. Ellis’ over 40 years of development experience leading the growth of various retail and restaurant companies provide her with the qualifications and skills to serve as a member of our Board of Directors. Carin L. Stutz has served as a member of our Board of Directors since December 2021. Ms. Stutz was the President and Chief Executive Officer of Native Foods, a 100% plant-based fast casual eatery from October 2019 to March 2023. Previously, she served as Executive Vice President and Chief Operating Officer for Red Robin Gourmet Burgers, Inc. where she led operations for the casual dining chain. During her tenure, she realigned the operations team for improved efficiency, resulting in the Company’s improved P&L. Before joining Red Robin, Ms. Stutz served at FOCUS Brands LLC as President of the McAlister’s Deli brand and positioned the brand for rapid growth, moving from nine openings to more than 44 openings per year, including franchise development. Prior to FOCUS Brands LLC, Ms. Stutz served in various leadership capacities, including President and Chief Executive Officer at Cosi bakery-café, President of Global Business Development at Brinker International, Inc., Executive Vice President of Operations at Applebee’s International, Inc. and Division Vice President at Wendy’s International, Inc. Ms. Stutz currently serves on the board of directors of Hawaiian Bros and is an active member of the Fast Casual Industry Council, the Illinois Restaurant Association Board, and most recently, a founding member of the GLEAM Network Board of Directors. Ms. Stutz has extensive experience in the restaurant industry, as well as a strong experience in team development and brand differentiation, that provider her with the qualifications and skills to serve as a member of our Board of Directors. Hajime “Jimmy” Uba has served as President and Chief Executive Officer of the Company since 2008 and also served as interim Chief Operating Officer from August 2020 through July 2021. Mr. Uba became a member of our Board of Directors in October 2017. Mr. Uba joined the Company’s majority stockholder, Kura Sushi, Inc. (“Kura Japan”), in 2000 and in 2008 was selected to establish and grow the Company. From 2004 to 2008, Mr. Uba headed operations for Kura Japan, where he oversaw operations for Eastern and Western Japan. During this time, Mr. Uba was responsible for the expansion of the Kura brand into Eastern Japan and managed over 100 restaurants. From 2000 to 2004, Mr. Uba spent three years as a restaurant manager and one year as a regional manager. During his tenure, Kura Japan grew from approximately 30 to 180 restaurant locations. He holds a Bachelor of Arts from Kansai University in Japan. Mr. Uba possesses extensive knowledge of all facets of our business and operations, as well as a deep understanding of our history and culture, making him qualified to serve as a member of our Board of Directors.

  5. Director Compensation

    Director Compensation The following is a summary of the structure of our Board compensation program design. Each non-employee director receives an annual cash retainer and an annual grant of restricted stock units (“RSUs”) for board service, and if such non-employee director serves as a committee chair or a lead independent director, an additional annual cash retainer for such committee chair or lead independent director service. The Board has currently fixed the cash retainer for board service at $50,000 per year, the cash retainer for service as a committee chair at $20,000 to $25,000 per year and the cash retainer for service as a lead independent director at $20,000 per year. Each non-employee director has received annual RSUs issued under the 2018 Incentive Compensation Plan with the value of approximately $50,000 on the grant date. Such grants have the other terms provided for in the 2018 Incentive Compensation Plan and the award agreement providing for such grant. A director who is also an employee, such as Mr. Uba, has not and will not receive any compensation for service as a director. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors, including expenses incurred in attending board meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as the protection provided by director and officer liability insurance provided by us. The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended August 31, 2024.

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | Total ($) | | Shintaro Asako | $95,000 | $49,948 | — | $144,948 | | Treasa Bowers(2) | $8,333 | $29,121 | $76,620 | $114,074 | | Kim Ellis | $50,000 | $49,948 | — | $99,948 | | Seitaro Ishii | $70,000 | $49,948 | — | $119,948 | | Carin Stutz | $50,000 | $49,948 | — | $99,948 |

  7. Director Compensation

    (1) Each non-employee director that served a full term was granted RSUs on February 1, 2024. The amounts reported in the “Stock Awards” column represent the grant date fair value of 509 RSUs for directors that served a full term computed in accordance with FASB ASC Topic 718. (2) Treasa Bowers, who was appointed to serve as an independent member of the Board of Directors effective July 9, 2024, was granted stock options and RSUs on July 9, 2024. The amounts reported in the “Stock Awards” column represent 470 RSUs computed in accordance with FASB ASC Topic 718 and the amounts reported in the “Option Awards” column represent the grant date fair value of 2,000 stock options.

  8. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2024: • Base salaries: The Compensation Committee approved base salary increases ranging from 4% to 18% for our NEOs. For more information, please see section “2024 Executive Compensation Program in Detail — Base Salary” below. • Annual incentive awards: Based on our 2024 adjusted EBITDA and revenue results (and results of the signed lease goal for our CDO), our Compensation Committee approved annual incentive awards ranging from 21.3% to 37.0% of target for 2024. For more information, please see section “2024 Executive Compensation Program in Detail — Annual Cash Incentives” below. • Long-term equity compensation: For 2024, we granted long-term incentives using a mix of 70% stock options and 30% restricted stock units (“RSUs”) to each of our NEOs. We also continued to work with Pearl Meyer, our independent compensation consultant, to analyze our equity granting practices. For 2025, we intend to replace stock options with performance-based restricted stock units (“PSUs”) and rebalance the mix of equity awards to 50% PSUs and 50% RSUs. For more information about 2024 equity grants, please see section “2024 Executive Compensation Program in Detail — Long-Term Equity Incentives” below.

  9. Best Compensation Practices and Polices

    | What We Do | What We Don’t Do | | • Align Pay with Performance: A significant portion of executive compensation is performance-based, tied to performance goals that align with our short- and long-term objectives and stockholder value creation | • No Single Triggers: Any payments or benefits in the event of a change in control require a qualifying termination of employment (“double trigger”) | | • Engage Independent Compensation Consultant: Our Compensation Committee engages an independent consultant for objective advice regarding executive pay | • No Hedging and Pledging: We prohibit all employees and directors from engaging in hedging, pledging and speculative transactions in derivatives of Company securities | | • Focus on Retention and Long-Term Value Creation: Our executive compensation package is heavily weighted towards equity awards that have long-term vesting | • No Perquisites: Do not provide perquisites to any NEOs | | • Clawback Policy: We maintain a Clawback Policy that aligns with SEC regulations and applies to incentive-based compensation granted, earned, or vested to our executives | • No Dividends paid on Unvested Awards: Any dividends or dividend equivalents related to equity awards are subject to the same vesting restrictions as the underlying awards | | • Assess and Manage Risk: We conduct an annual risk assessment to identify any significant risks in our incentive compensation programs | • No Uncapped Incentives: We cap on short-term cash incentive to curtail behavior focused on short-term gain | |  Maintain Ownership Guidelines: We believe that certain executives and non-employee directors of the Board should own stock to promote a long-term perspective in managing Kura and to ensure alignment with stockholders, capital markets and public interests | |

  10. Elements of Compensation

    | Element | Form | Time Horizon | Objectives | | Base Salary | Cash | Annual | Attract and retain our NEOs with fixed cash compensation to provide stability that allows our NEOs to focus their attention on business objectives and ensures reasonable base pay if targets are not met, so as to discourage excessive risk-taking | | | (Fixed) | | | | Annual Cash Incentive | Cash | Annual | Focus and motivate our NEOs to achieve annual corporate financial and operating goals with opportunity for upside based on exceptional performance, but with payout capped to curtail behavior focused on short-term gain | | | (Variable) | | | | Long-Term Equity Incentives | Stock Options | Ratable four-year vesting | Focus and motivate our NEOs to achieve long-term corporate financial and operating goals and superior stockholder returns. | | | (Variable) | | | | | RSUs | Ratable four-year vesting | Encourage retention of our NEOs and promote stability among senior management. | | | (Variable) | | |

  11. The Decision-Making Process

    The Decision-Making Process Role of the Compensation Committee. The Compensation Committee of the Board (“Compensation Committee”) has the responsibility for establishing, implementing, and continually monitoring adherence to our compensation philosophy. The goal of the Compensation Committee is to ensure that the total compensation paid to our executive officers is fair, competitive, and properly structured to attract and retain talent and align management’s interests with those of our stockholders. The Compensation Committee reviews the performance of our NEOs and other key employees and reports to the Board of Directors. In such capacity, the Compensation Committee administers our executive compensation program, reviews our policies and monitors the performance and compensation of the NEOs and other key employees. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at https://ir.kurausa.com/governance/overview . The Compensation Committee review and determine, or recommend to the Board for determination of, the compensation of the CEO and other NEOs. The Role of Management. Members of our management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Compensation Committee members can vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee— providing management input, transparency, and oversight. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding the CEO and other NEOs’ compensation. Role of the Independent Compensation Consultant. The Compensation Committee has engaged Pearl Meyer as its independent executive compensation consultant. Pearl Meyer provides analysis and recommendations regarding market pay data and competitive-position benchmarking, peer group development, performance measures and goals program structure, incentive and equity plan design, and the regulatory environment and Company policies as they relate to executive compensation. Pearl Meyer also reviews compensation goals and priorities with our CEO as part of providing advice and recommendations for the Compensation Committee. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. Competitive Pay Positioning and the Peer Group. The Compensation Committee, in collaboration with our management, reviews market data related to pay practices among comparable companies but does not target specific market positioning when determining compensation for the NEOs. Rather, the Compensation Committee uses comparative market data as one of several factors when making individual compensation decisions. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Compensation Committee desires to balance general internal and external equity and reserve the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent. As part of its compensation review process for fiscal 2024, the Compensation Committee reviewed an analysis prepared by its independent compensation consultant of market pay practices for positions similar to our NEOs, adjusted to take into account differences if any, between the scope of our NEOs’ responsibilities compared to their counterparts in positions with similar titles in comparable companies. This analysis used pay comparisons from comparable companies in the restaurant and hospitality industry as compiled from proxy disclosures and other SEC filings as well as proprietary survey data. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2024 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly-available data for a group of peer companies (the “2024 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. Selection criteria for determining/reviewing the 2024 Compensation Peer Group, used to establish the competitive market for the NEOs, generally include companies that are in the same or similar lines of business (i.e., restaurants, hotels and leisure), compete for the same customers with similar products and services, and have comparable financial characteristics (i.e., revenues ranging between $138 million and $12.2 billion and market capitalization between $30 million and $4.0 billion). • Ark Restaurants Corp. • Chuy’s Holdings, Inc. • El Pollo Loco Holdings, Inc. • Fiesta Restaurant Group. Inc. • Good Times Restaurants Inc. Nathan’s Famous, Inc. Noodles & Company Potbelly Corporation • Portillo’s Inc. • Shake Shack Inc. The ONE Group Hospitality, Inc.

  12. Annual Cash Incentives

    Annual Cash Incentives The NEOs were granted annual cash performance incentive awards, pursuant to our 2018 Incentive Compensation Plan, which are payable based on our performance against specific financial and strategic objectives. At the beginning of each fiscal year, the Compensation. Committee establishes both the performance objectives and the formula for determining potential annual incentive award payments. Actual awards are payable, if at all, in the first quarter of the fiscal year following the year in which such awards were earned, after the Compensation Committee certifies performance relative to the pre-established objectives. 2024 Target Award Opportunities. Annual incentive targets are expressed as a percentage of base salary and based on market data, internal equity, and size and scope of job responsibilities. Actual awards may range from zero to 150% of target. The Compensation Committee also considers market data in setting target award amounts. Target annual incentive award opportunities for 2024 were as follows:

  13. Annual Cash Incentives

    | Name | 2024 Base Salary ($) | 2024 Target Annual Incentive Opportunity as a Percentage of Base Salary (%) | 2024 Target Annual Incentive Opportunity ($) | | Hajime Uba | $500,000 | 65% | $325,000 | | Jeffrey Uttz | $375,000 | 50% | $187,500 | | Shahin Allameh | $305,000 | 45% | $137,250 | | Robert Kluger | $285,000 | 45% | $128,250 | | Arlene Petokas | $275,000 | 40% | $109,333 |

  14. Annual Cash Incentives

    2024 Performance Objectives. An individual NEO’s annual incentive award is based on the following mix of performance metrics:

  15. CEO, CFO, COO and CPO

    | Performance Metrics | Weightings | Rationale | | Adjusted EBITDA(1) | 75% | Focuses on profitable growth, while continuing to provide strong accountability for returns. Adjusted EBITDA provides a more useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results. | | Revenue | 25% | Ensures we are delivering an appropriate level of topline growth. |

  16. CDO

    | Performance Metrics | Weightings | Rationale | | Adjusted EBITDA(1) | 60% | Same as above | | Revenue | 20% | Same as above | | Signed Lease | 20% | Focuses on new restaurant openings for business growth |

  17. CDO

    (1) Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and excluding stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation, that we believe are not indicative of our core operating results. For the purpose of Annual Cash Incentives, Adjusted EBITDA performance (both budget and actual performance) excludes bonuses. 2024 Performance Levels & Results. The table below shows the performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (150% payout) award amounts, along with actual results for 2024. Any performance falling below the designated threshold results in no payout to participants. If performance is achieved at a level between threshold and target or between target and maximum, the payout level is determined through straight-line interpolation.

  18. CDO

    | | Performance Goals | | | | | Performance Metrics | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | Actual Results | | Adjusted EBITDA(1) | $22.7M | $25.2M | $27.7M | $17.2M | | Revenue | $229.5M | $241.6M | $253.7M | $237.9M | | Signed Lease(2) | On or above 13 | On or above 17 | On or above 21 | 12 |

  19. CDO

    (1) Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and excluding stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation, that we believe are not indicative of our core operating results. For the purpose of Annual Cash Incentives, Adjusted EBITDA performance (both budget and actual performance) excludes bonuses. (2) Applies to CDO only. In determining the award amount tied to the signed lease goal, the Compensation Committee took into account the Company’s engagement in five active lease negotiations. Exercising its discretion, the Committee adjusted the performance for the Signed Lease metric to reflect target goal attainment. 2024 Annual Incentive Award Payouts. Based on the results above, the actual annual incentive awards paid to the NEOs for 2024 were as follows:

  20. CDO

    | Name | 2024 Target Annual Incentive Opportunity as a Percent of Base Salary (%) | 2024 Target Annual Incentive Opportunity ($) | Adjusted EBITDA Results (Payout as a % of Target) | Revenue Results (Payout as a % of Target) | Signed Lease (Payout as a % of Target | Actual Award ($) | Actual Award (% of Target) | | Hajime Uba | 65% | $325,000 | 0% | 85% | N/A | $69,063 | 21.3% | | Jeffrey Uttz | 50% | $187,500 | 0% | 85% | N/A | $39,844 | 21.3% | | Shahin Allameh | 45% | $137,250 | 0% | 85% | N/A | $29,166 | 21.3% | | Robert Kluger | 45% | $128,250 | 0% | 85% | 100% | $47,453 | 37.0% | | Arlene Petokas | 40% | $109,333 | 0% | 85% | N/A | $23,233 | 21.3% |

  21. Long-Term Equity Incentives

    Long-Term Equity Incentives Equity-based compensation comprises the most significant component of total executive compensation to align executive compensation with our long-term performance and to encourage executives to make decisions for the benefit of our stockholders. Each of our NEOs is eligible to receive equity compensation, which may consist of a mix of stock options, restricted stock, and restricted stock units, to encourage a focus on long-term stockholder value and to foster long-term retention. For fiscal year 2024, the Compensation Committee determined that our NEOs would receive the following type of equity awards: • Stock Options (70% of grant value): Provide strong incentives for our executive officers to increase the value of our common stock over the long term, and they tightly align the interests of our executives with those of our stockholders. The stock options we grant vest over four years, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date, then 6.25% vest at the end of each successive 3-month period, subject to the recipient’s continued employment or service with us on each vesting date. Options have a maximum contractual term of ten years from the date of grant. Time-Based RSU Awards (30% of grant value): Granted because they are less dilutive to our stockholders, as fewer shares of our common stock are granted to achieve an equivalent value relative to stock options, and because RSU awards are an effective retention tool that maintain value even in cases where the share price is trading lower than the initial grant price. The RSUs we grant vest in equal annual increments over four years, subject to the recipient’s continued employment or service with us on each vesting date. We approach equity compensation grants by considering the overall value of the grant (as opposed to the number of shares granted). Equity grants to all staff members, including NEOs and other executives require approval from the Compensation Committee and, in considering whether to approve such equity grants, the Compensation Committee considers past grants, corporate and individual performance, the valuation of grants, and recommendations of our CEO and the Compensation Committee’s compensation consultant. The Compensation Committee has not established formal guidelines for the size of individual equity grants for our NEOs, but considers the factors listed above as well as market data in making such decisions. The total target award values for 2024 as approved by the Compensation Committee are shown in the table below:

  22. Long-Term Equity Incentives

    | Name | Stock Option Value | RSU Value | Total Target Award Value | | Hajime Uba | $262,500 | $112,500 | $375,000 | | Jeffrey Uttz | $170,625 | $73,125 | $243,750 | | Shahin Allameh | $117,425 | $50,325 | $167,750 | | Robert Kluger | $99,750 | $42,750 | $142,500 | | Arlene Petokas | $96,250 | $41,250 | $137,500 |

  23. Long-Term Equity Incentives

    *The number of shares granted as stock options was determined by dividing the target award values by the fair value of our common stock on the business day prior to the award grant date. The number of RSUs granted was determined by dividing the target award values by the closing price of our common stock on the business day prior to the RSU grant date. Values shown in the table above may differ from the values shown in the Summary Compensation Table and Grants of Plan Based Awards Table.

  24. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Our equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, then such equity awards are granted. Annual equity awards are typically granted to our executives in February of each fiscal year. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. Our Compensation Committee approves all equity award grants on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates.

  25. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control None of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control, except as provided in the employment agreements described above and the equity acceleration pursuant to the 2018 Incentive Compensation Plan described below.

  26. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs did not earn any nonqualified deferred compensation benefits from us during fiscal year 2024.

  27. Risk and Compensation Policies

    Risk and Compensation Policies We have analyzed our compensation programs and policies and have determined those programs and policies are not reasonably likely to have a material adverse effect on us. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance.

  28. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation that was paid or accrued for the NEOs for the 2022, 2023 and 2024 fiscal years.

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Option Awards (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation(3) | Total | | Hajime Uba | 2024 | $487,500 | — | $262,478 | $112,457 | $69,063 | $931,498 | | Chairman of the Board, President and Chief Executive Officer | 2023 | $431,379 | — | $193,375 | $252,875 | $196,988 | $1,074,617 | | | 2022 | $369,167 | — | $187,500 | — | $93,750 | $650,417 | | Jeffrey Uttz | 2024 | $370,833 | — | $170,587 | $73,107 | $39,844 | $654,371 | | Chief Financial Officer (4) | 2023 | $325,329 | $75,000(5) | $1,147,000 | $322,856(6) | $121,669 | $1,991,854 | | Shahin Allameh | 2024 | $302,500 | — | $117,393 | $50,243 | $29,166 | $499,302 | | Chief Operating Officer | 2023 | $302,865 | — | $101,500 | $43,500 | $89,610 | $537,475 | | | 2022 | $270,000 | — | $81,000 | $— | $40,500 | $391,500 | | Robert Kluger | 2024 | $283,333 | — | $99,701 | $42,687 | $47,453 | $473,174 | | Chief Development Officer(7) | | | | | | | | | Arlene Petokas | 2024 | $273,333 | — | $96,210 | $41,215 | $23,233 | $433,991 | | Chief People Officer(8) | | | | | | | |

  30. Summary Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during the 2022, 2023 and 2024 fiscal years, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options or any sale of the underlying shares of common stock. (2) The amounts reported represent the aggregate grant date fair value of the RSUs granted to the NEOs during the 2022, 2023 and 2024 fiscal years. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs upon any sale of the underlying shares of common stock. (3) The amounts reported in this column consist of amounts to be paid under annual cash incentive award for services rendered in fiscal years 2022, 2023 and 2024, as discussed above under “2024 Executive Compensation Program in Detail — Annual Cash Incentives.” (4) Mr. Uttz has served as the Company’s Chief Financial Officer since October 3, 2022. (5) The amount reported represents a one-time signing bonus pursuant to Mr. Uttz’s employment agreement. (6) The amount reported includes a one-time grant of RSUs with an aggregate grant date fair value of $99,995 in connection with Mr. Uttz’s hire on October 3, 2022, that was inadvertently not reported in the prior year Summary Compensation Table. (7) Mr. Kluger has served as the Company’s Chief Development Officer since May 1, 2020. Mr. Kluger’s 2023 and 2022 compensation are not included because he was not a named executive officer in 2023 or 2022. (8) Ms. Petokas has served as the Company’s Chief People Officer since October 18, 2021. Ms. Petokas’ 2023 and 2022 compensation are not included because she was not a named executive officer in 2023 or 2022.

  31. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information concerning awards granted to the NEOs during the 2024 fiscal year under our 2018 Incentive Compensation Plan:

  32. Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under | | | | | | | | | | Non-Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price Of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Hajime Uba | | | | | | | | | | Restricted Stock Units | 2/1/2024 | — | — | — | 1,146 | — | — | $112,457 | | Stock Options | 2/1/2024 | — | — | — | — | 4,436 | $98.13 | $262,478 | | Cash Incentive Awards | N/A | $162,500 | $325,000 | $487,500 | — | — | — | — | | Jeffrey Uttz | | | | | | | | | | Restricted Stock Units | 2/1/2024 | — | — | — | 745 | — | — | $73,107 | | Stock Options | 2/1/2024 | — | — | — | — | 2,883 | $98.13 | $170,587 | | Cash Incentive Awards | N/A | $93,750 | $187,500 | $281,250 | — | — | — | — | | Shahin Allameh | | | | | | | | | | Restricted Stock Units | 2/1/2024 | — | — | — | 512 | — | — | $50,243 | | Stock Options | 2/1/2024 | — | — | — | — | 1,984 | $98.13 | $117,393 | | Cash Incentive Awards | N/A | $68,625 | $137,250 | $205,875 | — | — | — | — | | Robert Kluger | | | | | | | | | | Restricted Stock Units | 2/1/2024 | — | — | — | 435 | — | — | $42,687 | | Stock Options | 2/1/2024 | — | — | — | — | 1,685 | $98.13 | $99,701 | | Cash Incentive Awards | N/A | $64,125 | $128,250 | $192,375 | — | — | — | — | | Arlene Petokas | | | | | | | | | | Restricted Stock Units | 2/1/2024 | — | — | — | 420 | — | — | $41,215 | | Stock Options | 2/1/2024 | — | — | — | — | 1,626 | $98.13 | $96,210 | | Cash Incentive Awards | N/A | $54,667 | $109,333 | $164,000 | — | — | — | — |

  33. Grants of Plan-Based Awards Table

    (1) The amounts shown reflect the estimated payouts for fiscal year 2024 under the annual cash incentive awards that the respective NEO would be eligible for assuming no use of discretion by the Compensation Committee in authorizing such payments. Actual amounts awarded are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For additional information, see discussion above under “2024 Executive Compensation Program in Detail — Annual Cash Incentives.” (2) The amounts shown are based on the aggregate grant date fair value of restricted stock and stock options awarded, computed in accordance with FASB ASC Topic 718. We calculated the estimated fair value of each option award on the date of grant using a Black-Scholes option pricing model as described in Note 2 (Basis of Presentation and Summary of Significant Accounting Policies) of the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

  34. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards at the end of fiscal year 2024 for each of the NEOs:

  35. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested | | Hajime Uba | 77,571 | — | $4.26 | 6/15/2028 | 999(6) | $65,924 | | | 4,629 | — | $25.94 | 12/2/2029 | 854(7) | $56,355 | | | 10,720 | — | $22.65 | 2/1/2031 | 1,146(6) | $75,625 | | | 5,959 | 1,189(4) | $46.15 | 2/1/2032 | — | — | | | 1,937 | 3,226(3) | $62.14 | 2/1/2033 | — | — | | | — | 4,436(3) | $98.13 | 2/1/2034 | — | — | | Jeffrey Uttz | 9,587 | 12,318(3) | $73.58 | 10/3/2032 | 759(6) | $50,086 | | | 1,474 | 2,451(3) | $62.14 | 2/1/2033 | 803(7) | $52,990 | | | — | 2,883(8) | $98.13 | 2/1/2034 | 745(6) | $49,163 | | Shahin Allameh | 22,500 | 7,500(3) | $52.07 | 7/26/2031 | 525(6) | $34,645 | | | 2,578 | 510(4) | $46.15 | 2/1/2032 | 512(6) | $33,787 | | | 1,018 | 1,692(3) | $62.14 | 2/1/2033 | — | — | | | — | 1,984(3) | $98.13 | 2/1/2034 | — | — | | Robert Kluger | 30,000 | — | $16.83 | 5/2/2030 | 447(6) | $29,498 | | | 5,235 | — | $16.25 | 5/3/2030 | 435(6) | $28,706 | | | 5,130 | — | $22.65 | 2/1/2031 | — | — | | | 3,007 | 595(4) | $46.15 | 2/1/2032 | — | — | | | 869 | 1,444(3) | $62.14 | 2/1/2033 | — | — | | | — | 1,685(3) | $98.13 | 2/1/2034 | — | — | | Arlene Petokas | 13,750 | 6,250(3) | $45.75 | 10/18/2031 | 431(6) | $28,442 | | | 2,479 | 494(4) | $46.15 | 2/1/2032 | 420(6) | $27,716 | | | 837 | 1,391(3) | $62.14 | 2/1/2033 | — | — | | | — | 1,626(3) | $98.13 | 2/1/2034 | — | — |

  36. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Each equity award is subject to the terms of our 2018 Incentive Compensation Plan. (2) Represents restricted stock units granted under our 2018 Incentive Compensation Plan that are subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (3) The shares vest over forty-eight (48) months with one-quarter of the shares subject to the equity award vesting twelve (12) months after the grant date, and the remaining shares vest in equal quarterly installments over the remaining thirty-six (36) months, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date (4) The shares vest over thirty-six (36) months with one-third of the shares subject to the equity award vest twelve (12) months after the grant date, and the remaining shares vest in equal quarterly installments from the grant date over the remaining twenty-four (24) months, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (6) The RSUs vest over forty-eight (48) months with one-quarter of the RSUs subject to the equity award vesting twelve (12) months after the grant date, and the remaining RSUs vesting in equal annual installments over the remaining thirty-six (36) months, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (7) The RSUs vest over twenty-four (24) months with one-half of the RSUs subject to the equity award vesting twelve (12) months after the grant date, and the half remaining RSUs vesting twenty-four (24) months after the grant date, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date.

  37. Option Exercises and Stock Vested for Fiscal Year 2024

    Option Exercises and Stock Vested for Fiscal Year 2024 The following table sets forth for each NEO the exercises of stock options and the vesting of stock awards during fiscal year 2024:

  38. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Name | # | $ | # | $ | | Hajime Uba | — | — | 1,188 | $81,421 | | Jeffrey Uttz | — | — | 2,417 | $157,521 | | Shahin Allameh | — | — | 175 | $17,805 | | Robert Kluger | — | — | 150 | $15,261 | | Arlene Petokas | — | — | 144 | $14,651 |

  39. Option Exercises and Stock Vested for Fiscal Year 2024

    (1) The number of shares listed in this column reflects the total number of restricted stock units that vested during fiscal year 2024. (2) Amounts shown represent the value of the restricted stock units that vested during fiscal year 2024 based on the closing price of our common shares on the Nasdaq Stock Market on the date (or the closing price of our common shares on the Nasdaq Stock Market on the prior business day in the event the Nasdaq Stock Market was closed on the vesting date) the shares vested. The foregoing values do not necessarily equate to cash realized from the sale of shares acquired upon vesting of restricted stock units as shares were not sold on upon vesting but continue to be held by the NEO.

  40. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have outstanding employment agreements with each of our NEOs as described above under “Narrative Disclosure to Summary Compensation Table” which require the payment of certain benefits to each NEO under certain circumstances. Termination by Company without Cause, Company’s Failure to Renew the Employment Agreement, or by the Executive for Good Reason Upon a termination of employment by us without cause, on the account of our failure to renew the employment agreement, or by the executive for good reason, the executive is entitled to severance consisting of (a) any Accrued Amounts (as defined below), (b) a lump sum payment equal to base salary for the year in which the termination occurs (except if Mr. Uttz’s termination occurs before October 1, 2025, the lump sum payment shall only be one-half of base salary for the year in which the termination occurs), (c) reimbursement for payments the executive makes for COBRA coverage for a period of twelve (12) months (except if Mr. Uttz’s termination occurs before October 1, 2025, the period shall be reduced to six (6) months), or until the executive has secured other employment, whichever occurs first, and (d) accelerated vesting of the applicable portion of any options that would have vested on August 31 of that same fiscal year, absent such termination. For purposes of the employment agreement, the Company will have “cause” to terminate the executive’s employment upon (a) the executive’s willful failure to perform their duties (other than any such failure resulting from incapacity due to physical or mental illness); (b) the executive’s willful failure to comply with any valid and legal directive of our Board of Directors; (c) the executive’s willful engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (d) the executive’s embezzlement, misappropriation, or fraud, whether or not related to his employment with the Company; (e) the executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (f) the executive’s violation of a material policy of the Company; (g) the executive’s willful unauthorized disclosure of confidential information (as defined in the executive’s employment agreement); (h) the executive’s material breach of any material obligation under his employment agreement or any other written agreement between the executive and the Company; or (i) any material failure by the executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the employment term. Under the employment agreements, no act or failure to act shall be considered “willful” unless it is done, or omitted to be done, by the executive in bad faith or without reasonable belief such person’s action or omission was in the best interests of the Company and any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by our Board of Directors or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the executive in good faith and in the best interests of the Company. Pursuant to the executives’ employment agreements, the executive will have “good reason” to terminate their employment after occurrence, without their consent of (a) a material reduction in the base salary other than a general reduction in base salary that affects all similarly situated executives in substantially the same proportions; (b) any material breach by the Company of any material provision of this employment agreement; (c) a material, adverse change in his authority, duties, or responsibilities (other than temporarily while he is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public company, and capitalization as of the effective date of this employment agreement; (d) a material adverse change in the reporting structure applicable to the executive; or (e) except for Mr. Uttz, the Company’s current principal executive office is moved by 50 miles or more. However, no termination for “good reason” will be effective unless (i) the executive, provides the Company with notice of the grounds for termination of good reason within thirty (30) days of the initial existence of such grounds and (ii) the Company has at least thirty (30) days from the date on which such notice is given to cure such circumstances. If the executive does not terminate their employment for good reason within thirty (30) days after the expiration of the Company’s cure period, then the executive will be deemed to have waived their right to terminate for good reason with respect to such grounds. Pursuant to the respective employment agreements, the executives are subject to certain non-solicitation restrictions for a twelve-month period after termination of employment. Termination Due to Cause, Executive’s Failure to Renew the Employment Agreement, or by the Executive Without Good Reason Upon a termination of the executive’s employment for cause, due to the executive’s failure to renew the employment agreement, or by the executive without good reason, the executive is entitled to (a) any accrued but unpaid Base Salary and accrued but unused vacation, (b) any earned but unpaid annual cash incentive, (c) reimbursement for unreimbursed business expenses properly incurred by the Executive, and (d) employee benefits, including such equity awards granted under the 2018 Incentive Compensation Plan, if any, to which the executive may be entitled as of the termination date ((a)-(d) collectively, the “Accrued Amounts”). Termination Due to Death or Disability Upon a termination of employment due to death or disability, the executive or their legal representatives shall be entitled to (a) any Accrued Amounts and accelerated vesting of any restricted stock and restricted stock unit awards not previously vested or forfeited. Any outstanding option awards shall remain outstanding until the earlier of twelve (12) calendar months following termination due to disability or death and the option’s expiration date. Change in Control None of our NEOs are entitled to receive payments or other benefits upon a change in control in any employment agreement, award agreement or other agreement between the Company and the NEO. Our 2018 Incentive Compensation Plan provides that, if and only (i) if provided in any employment agreement, award agreement or other agreement between the Company and a Plan participant, or (ii) if the Committee makes a determination, then upon the occurrence of a change in control of the Company, (a) all outstanding options, SARs and other awards in the nature of rights that may be exercised will become immediately vested and exercisable; (b) all time-based vesting restrictions on outstanding awards will become immediately vested and exercisable, and (c) the payout opportunities attainable under all outstanding performance-based awards will vest based on target performance and the awards will pay out either in full or on a pro rata basis, based on the time elapsed prior to the change in control. Table of Potential Payments Upon Termination or Change in Control

  41. Potential Payments Upon Termination or Change in Control

    The following table sets forth the payments and benefits that would be received by each NEO in the event a termination of employment had occurred on August 31, 2024. The NEO would receive other payments and benefits as well upon termination of employment to which he was already entitled or vested in on such date. The actual amounts to be paid can only be determined at the time of such NEO’s separation from us and could therefore be more or less than the amounts set forth below. For the purposes of the calculations in the table, payments that would be made over time have been presented as a lump sum value.

  42. Potential Payments Upon Termination or Change in Control

    | Name | Value of Accrued Amounts | Severance Payment | Value of Accelerated Equity | Value of COBRA Payments | Total | | Hajime Uba | | | | | | | Specified Circumstances (1) | $90,085 | $500,000 | — | $7,004 | $597,089 | | Other Terminations (2) | $90,085 | — | — | $7,004 | $97,089 | | Death or Disability | $90,085 | — | $197,904(3) | $7,004 | $294,993 | | Jeffrey Uttz | | | | | | | Specified Circumstances (1) | $55,469 | $187,500 | — | $25,363 | $268,332 | | Other Terminations (2) | $55,469 | — | — | $25,363 | $80,832 | | Death or Disability | $55,469 | — | $152,239(3) | $25,363 | $233,071 | | Shahin Allameh | | | | | | | Specified Circumstances (1) | $43,427 | $305,000 | — | $20,791 | $369,218 | | Other Terminations (2) | $43,427 | — | — | $20,791 | $64,218 | | Death or Disability | $43,427 | — | $68,432(3) | $20,791 | $132,650 | | Robert Kluger | | | | | | | Specified Circumstances (1) | $63,720 | $285,000 | — | $25,363 | $374,083 | | Other Terminations (2) | $63,720 | — | — | $25,363 | $89,083 | | Death or Disability | $63,720 | — | $58,203(3) | $25,363 | $147,286 | | Arlene Petokas | | | | | | | Specified Circumstances (1) | $34,691 | $275,000 | — | — | $309,691 | | Other Terminations (2) | $34,691 | — | — | — | $34,691 | | Death or Disability | $34,691 | — | $56,157(3) | — | $90,848 |

  43. Potential Payments Upon Termination or Change in Control

    (1) Specified Circumstances include termination of the executive’s employment by us without cause, on the account of our failure to renew the employment agreement or by the executive for good reason. (2) Other Terminations include termination of the executive’s employment due to termination of the executive’s employment by us for cause, on the account of executive’s failure to renew the employment agreement or by the executive without good reason. (3) Amounts include the acceleration of restricted stock units. Acceleration of the awards were calculated by multiplying the number of shares underlying each unit of restricted stock, whose vesting would be accelerated by $65.99, the closing stock price on the Nasdaq Stock Market on August 30, 2024.

  44. Pay Versus Performance

    Pay Versus Performance

  45. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the required compensation information for our NEOs and the required financial performance information in accordance with rules adopted by the Securities and Exchange Commission. The Compensation Discussion & Analysis (“CD&A”) describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.

  46. Pay Versus Performance Table

    | | | | | | Year-end value of $100 invested on 8/31/2021 in: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1) (2) ($) | Average Summary Compensation Table total for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(1) (2) ($) | KRUS ($) | S&P 600 Restaurant Index ($) | Net Income (Loss) ($000s) | Adjusted EBITDA ($000s) | | 2024 | $931,498 | $611,094 | $515,210 | $130,853 | $129.88 | $71.75 | $(8,804) | $14,564 | | 2023 | $1,074,617 | $1,262,592 | $1,264,665 | $1,636,162 | $171.95 | $75.37 | $1,502 | $14,342 | | 2022 | $650,417 | $1,137,172 | $427,156 | $241,301 | $147.14 | $67.01 | $(764) | $9,155 |

  47. Pay Versus Performance Table

    (1) Hajime Uba was our CEO for all fiscal years shown. Non-CEO NEOs reflect the average compensation for the following executives by year; 2024: Jeffrey Uttz, Shahin Allameh, Robert Kluger, and Arlene Petokas 2023; Jeffrey Uttz and Shahin Allameh 2022: Shahin Allameh, Brent Takao (Chief Accounting Officer), and Steven Benrubi (Former Chief Financial Officer). (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  48. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | | | Uba, Hajime | Average Non-CEO NEOs | Uba, Hajime | Average Non-CEO NEOs | Uba, Hajime | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $931,498 | $515,210 | $1,074,617 | $1,264,665 | $650,417 | $427,156 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (374,935) | (172,786) | (446,250) | (807,428) | (187,500) | (132,710) | | Year-end fair value of unvested awards granted in the current year | 262,833 | 121,119 | 614,124 | 1,132,339 | 425,193 | 149,462 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (148,235) | (235,857) | 45,129 | 59,495 | 113,464 | 239,350 | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (60,067) | (96,833) | (25,028) | (12,909) | 135,598 | 68,462 | | Forfeitures during current year equal to prior year fair value | — | — | — | — | — | (510,419) | | Dividends or dividend equivalents not included in total compensation | — | — | — | — | — | — | | Total Adjustments for Equity Awards | (320,404) | (384,357) | 187,975 | 371,497 | 486,755 | (185,855) | | Compensation Actually Paid (as calculated) | $611,094 | $130,853 | $1,262,592 | $1,636,162 | $1,137,172 | $241,301 |

  49. Relationship Between Pay Versus Performance Graphs

    Relationship Between Pay Versus Performance Graphs The illustrations below provide a graphical description of Compensation Actually Paid (“CAP”) and the following measures: • Cumulative Total Shareholder Return (“TSR”) • Net Income; and • Adjusted EBITDA