DEF 14A of Rezolute, Inc., Apr 15, 2024

DEF 14A of Rezolute, Inc.

Filed Apr 15, 2024 · FY20230001104659-24-046889

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS We currently have six directors serving on the Board as set forth in the table below. The ages of the directors are shown as of March 18, 2024.

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    | Name | Age | Position | Date Appointed | | Nevan Charles Elam | 56 | Chief Executive Officer, Principal Financial Officer and Acting Chairman of the Board | January 31, 2013 | | Gil Labrucherie | 52 | Director | November 20, 2019 | | Nerissa Kreher, M.D. | 51 | Director | March 2, 2021 | | Philippe Fauchet | 66 | Director | September 10, 2020 | | Wladimir Hogenhuis, M.D. | 59 | Director | March 2, 2021 | | Young-Jin Kim | 67 | Director | February 10, 2019 |

  3. PROPOSAL 1 ELECTION OF DIRECTORS

    Each of our current directors has been nominated by the Board for re-election at the Annual Meeting. If elected, each nominee has consented to serve as a director and to hold office until the next annual stockholders’ meeting, until his successor is elected and shall have qualified, or until his earlier death, resignation, removal or disqualification. Mr. Kim and Mr. Elam are not “independent” as that term is defined in Section 5605(a) of Nasdaq listing rules. When considering whether director nominees have the experience, qualifications, attributes and skills to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. Presented below is biographical information about each nominee as of the date of this Proxy Statement. The information presented includes the nominee’s principal occupation and business experience for the past five years, and the names of other publicly held companies of which he currently serves as a director or has served as a director during the past five years. Nevan Charles Elam. Mr. Elam has served as our Chief Executive Officer since January 2013 and currently serves as our Principal Financial Officer. Mr. Elam is also serving as our Acting Chair of the Board since May 2022. Prior to Mr. Elam’s service with Rezolute, he has served various leadership roles throughout his career including as Chief Executive Officer of a European medical device company, co-founder and Chief Financial Officer of a software company, as well as a Senior Vice President at Nektar Therapeutics. Earlier in his career, Mr. Elam was a corporate partner in the law firm of Wilson Sonsini Goodrich & Rosati. He serves as Director of Peak Bio, Inc. and Savara, Inc. Mr. Elam received his Juris Doctorate from Harvard Law School and a Bachelor of Arts from Howard University. We believe that Mr. Elam’s experience advising pharmaceutical companies of their unique legal and regulatory obligations qualifies him to serve on the board. Gil Labrucherie. Mr. Labrucherie serves as a member of our Board. He brings more than 25 years of senior leadership experience in finance, corporate development, and legal to the Board. Since August 2023, he has served as the Chief Financial Officer of Acelyrin, Inc., a public late-stage clinical stage biotechnology company focused on auto-immune conditions, and also is the sole trustee and executive in charge of the Bloom Trust, a closely held family office with commercial real estate assets and operations. From July 2022 to November 2022 he also served as Chief Financial Officer of Acelyrin, Inc. From June 2016 to June 2022, Mr. Labrucherie served as the Chief Financial Officer and Chief Operating Officer (from November 2019) of Nektar Therapeutics, a publicly traded biotechnology company. Prior to that, Mr. Labrucherie served in numerous executive leadership roles in high growth biotechnology and technology companies and began his career as corporate counsel at the law firm of Wilson Sonsini Goodrich & Rosati. Mr. Labrucherie currently serves as a director of Valinor Pharma LLC, a company focused on innovative commercialization of medicines. Mr. Labrucherie received his J.D. from University of California Berkeley Law School, where he was a member of the California Law Review and Order of the Coif, and received his B.A., summa cum laude from the University of California, Davis. Mr. Labrucherie is a member of the State Bar of California and is a CFA(R) charterholder, CFA Institute. We believe Mr. Labrucherie’s experience as the Chief Operating Officer and Chief Financial Officer of public biotechnology companies and his management background as an executive in different organizations qualify him to serve on the Board. Nerissa Kreher, M.D., M.S., MBA. Dr. Kreher serves as a member of our Board. She most recently served as Chief Medical Officer of Entrada Therapeutics, Inc. from December 2020 until January 2024. From February 2019 to October 2020, Dr. Kreher served as Chief Medical Officer at Tiburio Therapeutics, Inc., where she was responsible for clinical development, clinical operations, regulatory and patient advocacy. From October 2016 to December 2018, Dr. Kreher served as Chief Medical Officer at Avrobio, Inc., where she oversaw clinical and regulatory development strategy for the Company’s rare disease, ex vivo lentiviral gene therapy pipeline programs. From March 2015 to July 2016, Dr. Kreher served as Global Head (VP) of Clinical and Medical Affairs of Zafgen, Inc., where she was a strategic leader of a cross-functional team charged with creation of global development strategy for beloranib. Dr. Kreher is a board-certified pediatric endocrinologist and holds multiple degrees including her B.S. in biology from University of North Carolina at Chapel Hill, M.D. from East Carolina University, an M.S. in clinical research from Indiana University-Purdue University Indianapolis, and an MBA from Northeastern University Graduate School of Business Administration. We believe Dr. Kreher’s experience in the pharmaceutical industry and her service as an executive and Chief Medical Officer of a range of private and publicly held companies qualify her to serve on the Board. Philippe Fauchet. Mr. Fauchet serves as a member of our Board. Mr. Fauchet has spent more than 35 years in the pharmaceutical industry, most recently as the Chairman of GlaxoSmithKline K.K. from April 2017 to February 2019. Mr. Fauchet joined GlaxoSmithKline K.K. as President & Representative Director in 2010. Previously, he served as Senior Vice President, Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee. Mr. Fauchet is an external director on the board of three Japanese biotech companies and a consultant for various life sciences companies. Mr. Fauchet is a graduate of Hautes Etudes Commerciales in France and received a Bachelor of Law at Paris X University. He is an Honorary Officer of the Order of the British Empire (O.B.E.). We believe Mr. Fauchet’s experience in the pharmaceutical industry as a director, consultant, and advisor qualifies him to serve on the Board.

  4. PROPOSAL 1 ELECTION OF DIRECTORS

    Wladimir Hogenhuis, M.D., MBA. Dr. Hogenhuis serves as a member of our Board. He is currently the Chief Executive Officer and President of Chimera Bioengineering, where he also serves on the Board of Directors. He previously served as Chief Operating Officer of Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE) with responsibilities for global commercial operations, business development, and manufacturing of medicines for patients with rare diseases. Before that, Dr. Hogenhuis served as Senior Vice President and Global Franchise Head, Specialty Pharmaceuticals of GlaxoSmithKline Plc. (LSE/NYSE: GSK), from December 2012 to September 2018. From 1994 to 2012, he served in leadership positions at Merck in the U.S., China, and Europe, where he was responsible for managing the P&L of specialty and cardiovascular care medicines. He also served as a National Institutes of Health Fellow in Medical Decision Making at New England Medical Centre in Boston, and as a Naval Lieutenant Surgeon in the Royal Dutch Navy. Dr. Hogenhuis currently serves on the board of GATT Technologies B.V., a private company in the Netherlands developing novel surgical hemostats and sealants. He previously served as a member of the Board of Directors of Vision 2020, a global initiative for the elimination of avoidable blindness, a joint program of the World Health Organization and the International Agency for the Prevention of Blindness. Dr. Hogenhuis received his M.D. Cum Laude from the University of Leiden in the Netherlands and received an M.B.A. from the Wharton School of Business at The University of Pennsylvania, Philadelphia. We believe Dr. Hogenhuis’s experience in the pharmaceutical industry and his service on the board of directors of a range of private companies qualify him to serve on the Board. Young-Jin Kim. Mr. Kim serves as a member of our Board and served as Chair of the Board until May 2022. Mr. Kim is Chairman & CEO of Handok Inc. (“Handok”), one of the leading pharmaceutical companies in the Republic of Korea. Mr. Kim also serves as Chairman of the Board of Directors of Genexine Inc. Mr. Kim joined Handok in 1984 and spent two years between 1984 and 1986 working at Hoechst AG in Frankfurt, Germany. Between 1991 and 2005, he served as CEO of Roussel Korea, Hoechst Marion Roussel Korea and Aventis Pharma Korea and also appointed as the Country Manager of Hoechst AG and Aventis in Korea between 1996 and 2005. In 1996, he was appointed as CEO of Handok. Mr. Kim has been serving as President of Handok Jeseok Foundation since 2014. He has also been serving as President of KDG (Korean-German Society) since 2010. Mr. Kim received an MBA at the Kelley School of Business at Indiana University in 1984 and received the award of Distinguished Alumni Fellows from Indiana University. Mr. Kim completed Advanced Management Program at the Harvard Business School in 1996. We believe Mr. Kim’s experience working with pharmaceutical companies qualifies him to serve on the Board.

  5. Information about the Board of Directors

    Information about the Board of Directors

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Effective January 1, 2021, we began using a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board. Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings. Presented below is a listing of the individuals that served as directors and the related committee appointments as of June 30, 2023:

  7. DIRECTOR COMPENSATION

    | | Committee Appointments | | | | Director Name | Audit | Compensation | Nominating and Governance | | Committee Members as of June 30, 2023: | | | | | Gil Labrucherie(1) | X | X | X | | Nerissa Kreher(4) | | X | X | | Philippe Fauchet(2) | X | X | X | | Wladimir Hogenhuis(3) | X | X | X | | Young-Jin Kim(5) | | | |

  8. DIRECTOR COMPENSATION

    (1) Mr. Labrucherie was appointed to serve as a member of our Board of Directors, Compensation Committee, Nominating and Governance Committee, and as chair of our Audit Committee on November 20, 2019. (2) Mr. Fauchet was appointed to serve as a member of our Board of Directors, Audit Committee, and Nominating and Governance Committee on September 10, 2020. (3) Dr. Hogenhuis was appointed to serve as a member of our Board of Directors, Audit Committee, Nominating and Governance Committee and Compensation Committee on March 2, 2021 and chair of our Compensation Committee as of July 1, 2022. (4) Dr. Kreher was appointed to serve as a member of our Board of Directors, Compensation Committee, and Nominating and Governance Committee on March 2, 2021 and chair of our Nominating and Governance Committee as of July 1, 2022. (5) Mr. Young-Jin Kim was appointed to serve as our Chair of the Board of Directors on February 16, 2019. He resigned from this position as Chair in May 2022, but, remains a member of our Board of Directors.

  9. Director Compensation Table

    Director Compensation Table Nevan Charles Elam has served as our Chief Executive Officer and a member of our Board of Directors since January 2013. In addition, Mr. Elam has served as Acting Chair of the Board of Directors, since May 2022. Mr. Elam does not receive any additional compensation for serving as a director or as our Acting Chair and therefore has been excluded from the following table. Please refer to the “Executive Compensation” section above for a description of Mr. Elam’s compensation. The following table provides information related to the compensation of the remaining individuals that served as a members of our Board of Directors during the fiscal year ended June 30, 2023:

  10. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) | | Gil Labrucherie | 69,000(1) | —(6) | 69,000 | | Nerissa Kreher | 62,000(2) | —(6) | 62,000 | | Philippe Fauchet | 66,000(3) | —(6) | 66,000 | | Wladimir Hogenhuis | 69,000(4) | —(6) | 69,000 | | Young-Jin Kim | 33,750(5) | —(6) | 33,750 |

  11. Director Compensation Table

    Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as Chair of the Audit Committee, $7,000 for serving as a member of the Compensation Committee and $7,000 for serving as a member of the Nominating and Governance Committee. Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as Chair of the Nominating and Governance Committee and $7,000 for serving as a member of the Compensation Committee. (3) Consists of $45,000 for serving as a member of the Board of Directors, $7,000 for serving as a member of the Compensation Committee, $7,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee. (4) Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as Chair of the Compensation Committee, $7,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee. (5) Consist of $33,750 for serving as a member of the Board of Directors. (6) No stock options were granted to members of the Board of Directors during the fiscal year ended June 30, 2023. The aggregate number of outstanding options held by our non-employee directors as of June 30, 2023 was as follows:

  12. Director Compensation Table

    | | Shares Underlying Options Outstanding | | | | Vested | Unvested | | Gil Labrucherie | 37,999 | 55,001 | | Nerissa Kreher | 33,332 | 56,668 | | Philippe Fauchet | 35,110 | 54,890 | | Wladimir Hogenhuis | 33,332 | 56,668 | | Young-Jin Kim | 13,333 | 26,667 |

  13. Summary Compensation Table

    Summary Compensation Table Our NEOs consist of all individuals that served as our principal executive officer during the fiscal year ended June 30, 2023, and the next most highly compensated executive officer who was serving as an executive officer as of June 30, 2023. The following table sets forth information concerning the compensation of Mr. Elam and Dr. Roberts, our NEOs, during the fiscal years ended June 30, 2023 and 2022:

  14. Summary Compensation Table

    | Name and Position(9) | Fiscal Year | Salary | Bonus | Stock Option Awards | All Other Compensation | Total | | Nevan Charles Elam Chief Executive Officer | 2023 | $534,112(1) | $416,068(3) | $—(5) | $23,466(6) | $973,646 | | | 2022 | $515,000(1) | $378,750(4) | $6,862,960(5) | $24,590(6) | $7,781,300 | | Brian Roberts, M.D. Chief Medical Officer | 2023 | $457,809(2) | $237,753(3) | $—(5) | $43,296(7) | $738,858 | | | 2022 | $401,500(2) | $121,875(4) | $1,847,720(5) | $52,053(8) | $2,423,148 |

  15. Summary Compensation Table

    (1) Pursuant to the amended and restated employment agreement discussed below, Mr. Elam’s base salary increased to $505,000 on February 15, 2021. On May 25, 2022, Mr. Elam’s base salary was increased to $525,000, with an effective date of January 1, 2022, and subsequently increased on January 3, 2023, to $543,375. Mr. Elam also serves as Acting Chair of our Board of Directors for which no incremental compensation is paid. (2) Pursuant to the employment agreement discussed below, on February 15, 2021, Dr. Roberts’ base salary increased to $390,000, and subsequently increased to $405,900 on January 1, 2022. On May 25, 2022, Dr. Roberts was appointed by our Board of Directors as our Chief Medical Officer, with a base salary of $450,000 effective June 1, 2022. Subsequently on January 3, 2023, Dr. Roberts’ base salary was increased to $465,750. (3) On January 8, 2022, the Board of Directors approved bonus payments for calendar year 2022 services in the amounts shown in the table. In February 2023, these cash bonus payments were paid to each executive officer. As of June 30, 2023, the Company estimated approximately 31% of target bonus amounts had been met for the 2023 calendar performance year and included in this table. Cash payments for 2023 bonuses will be subject to Board of Director approval in early 2024. (4) On May 25, 2022, the Board of Directors approved bonus payments for calendar year 2021 services in the amounts shown in the table. In June 2022, these cash bonus payments were paid to each executive officer. (5) The aggregate grant date fair value for stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board. A discussion of key assumptions made in the valuation of stock options is presented in Note 9 to our consolidated financial statements, included in Item 8 of this Annual Report. For purposes of this table, the entire fair value of awards with time-based vesting are reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting period in our financial statements. (6) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans. (7) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $26,796, health club fees of $3,300, and matching contributions under our 401(k) Plan of $13,200. (8) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $36,553, health club fees of $3,300, and matching contributions under our 401(k) Plan of $12,200. Daron Evans was appointed as Chief Financial Officer on January 23, 2024, therefore, his compensation is not included in the discussion of executive compensation for the fiscal year ended June 30, 2023.

  16. Outstanding Equity Awards

    Outstanding Equity Awards As of June 30, 2023, there were no restricted stock awards and no stock options that provide for performance vesting conditions held by any of our NEOs. The following table provides a summary of equity awards outstanding, consisting solely of stock options, for each of our NEOs as of June 30, 2023:

  17. Outstanding Equity Awards

    | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price | Option Expiration Date | | Name | Grant Date | Exercisable | Unexercisable | | | | Nevan Charles Elam | | | | | | | | 7/31/19 | 200,000 | — | $14.50 | 7/31/29 | | | 6/14/21 | 250,000 | 125,000(1) | 12.28 | 6/14/31 | | | 6/23/22 | 650,000 | 1,950,00(3) | 3.40 | 6/23/32 | | Total for Mr. Elam | | 1,100,000 | 2,075,000 | | | | Brian Roberts, M.D. | | | | | | | | 7/31/19 | 40,000 | — | $14.50 | 7/31/29 | | | 6/14/21 | 56,250 | 18,750(2) | 12.28 | 6/14/31 | | | 6/23/22 | 175,00 | 525,00(3) | 3.40 | 6/23/32 | | Total for Dr. Roberts | | 271,250 | 543,750 | | |

  18. Outstanding Equity Awards

    (1) These stock options vest in equal monthly installments over 36 months beginning on July 1, 2021, subject to the executive’s continued service through each vesting date. (2) These stock options vested for 25% of the shares underlying the options on the grant date and the remaining shares underlying the options become exercisable in equal monthly installments over the remaining 36 months following the grant date, subject to the executive’s continued service through each vesting date. (3) These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares become exercisable in equal monthly installments over the remaining 36 months beginning on July 1, 2023, subject to the executive’s continued service through each vesting date.

  19. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, we are providing the information below, including a table disclosing specified executive compensation and financial performance measures for the three most recently completed fiscal years.

  20. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Rezolute Total Stockholder Return(5) | Net Income(6) | | 2023 | $973,646 | $(1,958,066) | $738,858 | $(30,316) | $14 | $(51,787,000) | | 2022 | $7,781,300 | $3,572,820 | $2,423,148 | $1,699,320 | $23 | $(41,060,000) |

  21. PAY VERSUS PERFORMANCE

    Nevan Charles Elam served as the Company’s Principal Executive (our “PEO”) for the entirety of fiscal years 2022 and 2023. The Company’s other Reported NEOs for the indicated fiscal years consisted of one individual, Brian Roberts, M.D. (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated fiscal year for each such fiscal year. (3) Amounts reported in this column represent the compensation actually paid to our PEO for the indicated fiscal years, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

  22. PAY VERSUS PERFORMANCE

    | PEO | | | | | | | | 2022 | 2023 | | | | Summary Compensation Table – Total Compensation(a) | $7,781,300 | | 973,646 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $6,862,960 | | 0 | | + | Fair Value at Covered Fiscal Year End of All Outstanding and Unvested Stock Awards and Option Awards Granted in Covered Fiscal Year(c) | $6,237,785 | | 0 | | + | Change in Fair Value as of Prior Fiscal Year End of Any Outstanding and Unvested Stock Awards and Option Awards Granted in Any Prior Fiscal Year(d) | $(2,393,356) | | (2,265,885) | | + | Fair Value at Vesting Date of Stock Awards and Option Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year(e) | $0 | | 0 | | + | Change in Fair Value as of Vesting Date of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at End of or During Covered Fiscal Year(f) | $(1,189,949) | | (665,827) | | - | Fair Value as of Prior Fiscal Year End of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year(g) | $0 | | 0 | | = | Compensation Actually Paid | $3,572,820 | -$ | 1,958,066 |

  23. PAY VERSUS PERFORMANCE

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of all stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (c) Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. (d) Represents the aggregate change in fair value as of the indicated fiscal year-end of any outstanding and unvested stock awards and option awards held by the PEO as of the end of the indicated fiscal year, computed in accordance with FASB ASC Topic 718 and, for any awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the end of the fiscal year. (e) Represents the aggregate fair value as of the vesting date of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of any stock awards and option awards held by the PEO that were granted in any prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (g) Represents the aggregate fair value as of the last day of any prior fiscal year of any stock awards and option awards held by the PEO that were granted in any prior fiscal year and which failed to meet the applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant except as follows: for fiscal 2022 the fair value as of the vesting date and the end of the fiscal year for all stock options was calculated using a stock price volatility assumption based on the average stock price volatility of the companies in our selected peer group to determine historical volatility, whereas fiscal 2022 grant date fair values utilized our historical volatility. (4) Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  24. PAY VERSUS PERFORMANCE

    | NEO Average | | | | | | | 2022 | 2023 | | | Summary Compensation Table – Total Compensation(a) | $2,423,148 | $738,858 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $1,847,720 | $0 | | + | Fair Value at Covered Fiscal Year End of All Outstanding and Unvested Stock Awards and Option Awards Granted in Covered Fiscal Year(c) | $1,679,404 | $0 | | + | Change in Fair Value as of Prior Fiscal Year End of Any Outstanding and Unvested Stock Awards and Option Awards Granted in Any Prior Fiscal Year(d) | $(360,815) | $(598,192) | | + | Fair Value at Vesting Date of Stock Awards and Option Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year(e) | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied at End of or During Covered Fiscal Year(f) | $(194,697) | $(170,982) | | - | Fair Value as of Prior Fiscal Year End of Any Stock Awards and Option Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year(g) | $0 | $0 | | = | Compensation Actually Paid | $1,699,320 | $(30,316) |

  25. PAY VERSUS PERFORMANCE

    (a) Please see footnote 1 for the NEOs included in the average for the indicated fiscal year. (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. (c) Represents the average aggregate grant date fair value of all stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the Reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. (e) Represents the average aggregate change in fair value as of the indicated fiscal year-end of any outstanding and unvested stock awards and option awards held by the Reported NEOs as of the end of the indicated fiscal year, computed in accordance with FASB ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the end of the fiscal year. (f) Represents the average aggregate fair value as of the vesting date of the stock awards and option awards that were granted to the Reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of any stock awards and option awards held by the Reported NEOs that were granted in any prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (h) Represents the average aggregate fair value as of the last day of any prior fiscal year of any Reported NEOs’ stock awards and option awards held by the Reported NEOs that were granted in any prior fiscal year and which failed to meet the applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant except as follows: for fiscal 2022 the fair value as of the vesting date and the end of the fiscal year for all stock options was calculated using a stock price volatility assumption based on the average stock price volatility of the companies in our selected peer group to determine historical volatility, whereas fiscal 2022 grant date fair values utilized our historical volatility. (5) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on June 30, 2021, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance.

  26. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  27. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income