DEF 14A of Innovative Solutions & Support Inc, Mar 13, 2026

DEF 14A of Innovative Solutions & Support Inc

Filed Mar 13, 2026 · FY20250001104659-26-027765

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS At the Annual Meeting, the shareholders will elect seven directors to hold office until the annual meeting of shareholders in 2027, or until their respective successors have been duly elected and qualified. Upon the recommendation of the Nominating & Corporate Governance Committee of the Board (the “Nominating & Corporate Governance Committee”), the Board has nominated Dr. Shahram Askarpour, Messrs. Roger A. Carolin, Glen R. Bressner, Garry Dean, Richard A. Silfen and Stephen L. Belland, and Ms. Denise L. Devine to serve as directors. Each of the foregoing persons currently serves as a director, and each has indicated a willingness to continue to serve as a director. Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” the elections of each of the nominees. Shareholders must cast a separate vote “FOR” the candidacy of each nominee or to “WITHHOLD AUTHORITY” with respect thereto. Each nominee must receive a majority of the votes cast to be elected. Should any nominee become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares that they represent for the election of such other person as the Board may recommend. The Board of Directors recommends voting “FOR” the nominees for directors.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The director nominees standing for election at this meeting, together with certain information about them, are set forth below.

  3. DIRECTOR NOMINEES

    | Name | Age | Director Since | Current Term Expires | Positions with the Company | | Shahram Askarpour | 68 | 2022 | 2026 | Director, President & Chief Executive Officer | | Glen R. Bressner | 65 | 1999 | 2026 | Director, Chairman of the Board | | Roger A. Carolin | 70 | 2016 | 2026 | Director | | Stephen L. Belland | 68 | 2022 | 2026 | Director | | Garry Dean | 69 | 2024 | 2026 | Director | | Denise L. Devine | 70 | 2025 | 2026 | Director | | Richard A. Silfen | 62 | 2025 | 2026 | Director | | Director Nominees | | | | |

  4. DIRECTOR NOMINEES

    Shahram Askarpour. Dr. Askarpour joined the Company as Vice President of Engineering in 2003, was promoted to President in March 2012, and was appointed as the Company’s Chief Executive Officer and joined the Company’s Board in January 2022. Dr. Askarpour has more than 40 years of aerospace industry experience in managerial and technical positions. Prior to joining the Company, he was employed by Smiths Aerospace (a division of Smiths Group plc), Instrumentation Technology, and Marconi Avionics. He holds a number of key patents in the aviation field. Dr. Askarpour received his engineering education in the United Kingdom and received an undergraduate degree in Electrical Engineering from Middlesex University, a post graduate Certificate of Advanced Study in Systems Engineering, and a PhD in Automatic Control from Brunel University London. He was awarded the title of Associate Research Fellow for three consecutive years by Brunel University and has published numerous papers in leading international, peer reviewed journals. In addition, he has completed management courses at Carnegie Mellon University and finance courses at the Wharton School of the University of Pennsylvania. Glen R. Bressner. Mr. Bressner is the co-founder and Managing Partner of Activate Venture Partners, an early-stage focused venture capital firm that has evolved from a series of affiliated venture funds that he is a co-founder of, beginning in 1985. Mr. Bressner has been a board director of numerous companies, including IQE plc (LSE: IQEP), where he was a member of its Audit Committee, and Tabula Rasa Healthcare (NASDAQ: TRHC), where he chaired its Nomination Committee. He was also a shareholder and a director on the board of Alum-a-Lift, Inc., a family-owned manufacturer of precision material handling solutions, which was acquired in 2024 by an affiliate of Sweden-based Investor AB. From 1996 to 1997, Mr. Bressner served as the chairman of the Board of the Greater Philadelphia Venture Group. Mr. Bressner holds a Bachelor of Science, cum laude, in Business Administration from Boston University and a Master of Business Administration degree from Babson College. Mr. Bressner’s background and expertise satisfy Nasdaq’s definition of financial sophistication, and he is deemed qualified as an “audit committee financial expert,” as defined under rules and regulations of the SEC. Roger A. Carolin. Mr. Carolin is currently an independent business consultant and an active corporate board member. From 2004 to 2025, he served as a Venture Partner at SCP Partners where he worked to identify attractive investment opportunities and assist portfolio companies in the areas of strategy development, operating management, and intellectual property. Mr. Carolin co-founded CFM Technologies, Inc., a global manufacturer of semiconductor process equipment, and served as its Chief Executive Officer for 10 years, until the company was acquired. Mr. Carolin formerly worked for Honeywell, Inc. and General Electric Co., where he developed test equipment and advanced computer systems for on-board missile applications. Mr. Carolin is also a director of Amkor Technology, Inc. (NASDAQ: AMKR), a supplier of outsourced semiconductor assembly and test services, where he chaired the audit committee for several years and has also served on the compensation and nominating and governance committees. Mr. Carolin holds a B.S. in Electrical Engineering from Duke University and an M.B.A. from the Harvard Business School. Mr. Carolin’s background and expertise satisfy Nasdaq’s definition of financial sophistication, and he is deemed qualified as an “audit committee financial expert,” as defined under rules and regulations of the SEC. Stephen L. Belland. Mr. Belland is the Co-Founder and Chief Executive Officer at Integrated Connection, LLC and a Principal at Clear Rock Advisors. Prior to Clear Rock Advisors, he held various executive positions at Rockwell Collins including Technical Director, Vice President of Program and Product Management, Vice President of Strategy and Marketing and Vice President of Corporate Development. Mr. Belland received his B.S. in Electrical Engineering from Michigan Technological University and has attended executive programs at the Kellogg School of Management, the Wharton School of the University of Pennsylvania, and INSEAD. Garry Dean. Major General Dean has served as the President of Peduzzi Associates, Ltd., a consulting firm, since 2020. From 2015 to 2020, Maj. General Dean served Delta Airlines as international captain piloting Boeing 757/767 aircraft. Prior to 2015, General Dean served in the United States Air Force and the Oregon Air National Guard, where he served in command positions of increasing responsibility. From 2021 to 2024, he served Arlington County Virginia in the role of a Commissioner and Vice-Chair of the Community Oversight Board of the Police. In 2023, General Dean was appointed by Governor Glenn Youngkin to serve on the Virginia Joint Leadership Council of Veteran’s Service Organizations to work close with the Virginia legislature to propose legislation to assist military veterans and their families who reside in Virginia. Since 2016, Maj. General Dean also served as a mentor and advisor to the Chief National Guard Bureau and the Director of the Air National Guard on critical issues they face. Maj. General Dean is a graduate of the United States Air Force Academy. Denise L. Devine. Ms. Devine is the Founder and Chief Executive Officer of FNB Holdings, LLC and Co-founder and Chief Financial Officer of RTM Vital Signs, LLC, a medical device and digital health company. Previously she was founder and served for more than ten years as Chief Executive Officer of Nutripharm, Inc., served as Chief Financial Officer of Energy Solutions International and in financial management positions for Campbell Soup Company. Ms. Devine is also a named inventor on more than 30 patents. Ms. Devine currently serves on the Board of Fulton Financial Corporation (NASDAQ:FULT), SelectQuote (NYSE:SLQT) and AUS, Inc. Ms. Devine, a certified public accountant, served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of CPAs and as Co-Chair of the Board of Ben Franklin Technology Partners. Ms. Devine has received numerous honors and awards, including the “Best 50 Business Women in Pennsylvania” Governor’s Award, and The Gold Medal Alumnae Award from Villanova University. She received an MBA from the Wharton School of the University of Pennsylvania where she served as an Entrepreneur in Residence, an M.S. in Taxation from Villanova Law School and a B.S. in Accounting from Villanova University. Richard A. Silfen. Mr. Silfen has served as general counsel of Hildred Capital Management LLC, a New York City-based, healthcare-focused private equity firm that specializes in operationally intensive, control-oriented transactions in lower middle-market companies since June 2025. Before joining Hildred, Mr. Silfen was a partner and Co-Chair of Mergers & Acquisitions of Duane Morris LLP, a multinational law firm with more than 900 lawyers based in Philadelphia, from June 2015 to June 2025. In that role, Mr. Silfen led numerous acquisitions, divestitures, business combinations and control transactions, as well as capital formation transactions, principally for private equity-backed and publicly traded companies. Mr. Silfen is a graduate of the University of Alabama School of Law and a graduate of Baylor University with a B.A. in Physics.

  5. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Prior to January 1, 2025, the Company’s fiscal 2025 compensation program for Non-Employee Directors consisted of an annual retainer and restricted stock or restricted stock unit awards. Each Non-Employee Director was entitled to an annual retainer of $45,000 and an annual grant of restricted stock units, with each such unit representing a contingent right to receive one share of common stock upon vesting to Non-Employee Directors under the 2019 Plan. The target value of such annual awards was $75,000 for each Non-Employee Director for fiscal 2025. The number of shares underlying such annual awards is calculated based upon the price of the Company’s common stock at the close of business on the date of the Company’s annual meeting and such shares vest on the first anniversary of the date of grant. A director who resigns during the course of the year will vest in and receive a pro rata portion of the shares that he or she otherwise would have vested (in the case of restricted stock) or received (in the case of restricted stock units) had no such resignation occurred, based on the number of days served during the applicable calendar year. In addition, all directors are reimbursed for reasonable travel and lodging expenses actually incurred in connection with required attendance at board and committee meetings. Further, prior to January 1, 2025, the Chairman of the Board received an annual retainer of $30,000 in addition to grants of restricted stock or restricted stock awards. The chairs of the Compensation Committee and Governance Committee each received an annual retainer of $5,000. Members of the Nominating and Governance Committee received an additional cash retainer of $3,750, the Chairman of the Audit Committee received an additional cash retainer of $12,000, the Chairman of the Nominating and Governance Committee received an additional cash retainer of $5,000 and the Chairman of the Compensation Committee received an additional cash retainer of $7,500. On April 17, 2025, the Compensation Committee amended the Company’s fiscal 2025 board compensation program. Retroactive to January 1, 2025, each Non-Employee Director is entitled to an annual retainer of $45,000 and an annual grant of restricted stock unit awards with a date of grant target value of $80,000. The grant is made on the date that the Board members are elected or re-elected at the annual meeting and will vest on the one-year anniversary of the date of grant. All cash retainers are paid quarterly in arrears. For Non-Employee Directors elected other than at an annual meeting, both cash retainers and equity grants will be pro-rated for the portion of the year that the Non-Employee Director serves until the next annual meeting. On December 4, 2025, the Board increased the target value of the annual grant of restricted stock unit awards to be granted to non-employee directors from $80,000 to $85,000. Additionally, the Chairman of the Board receives an additional cash retainer of $30,000, members of the Audit Committee receive an additional cash retainer of $7,000, members of the Compensation Committee receive an additional annual cash retainer of $5,000, members of the Nominating and Governance Committee receive an additional cash retainer of $3,750, the Chairman of the Audit Committee receives an additional cash retainer of $12,000, the Chairman of the Nominating and Governance Committee receives an additional cash retainer of $5,000 and the Chairman of the Compensation Committee receives an additional cash retainer of $7,500.

  6. Director Compensation Table

    Director Compensation Table The following table provides information on the total compensation earned by each non-employee director of the Company for the fiscal year ended September 30, 2025:

  7. Director Compensation Table

    | Name | Fees Earned or Paid in Cash $(1) | Stock Awards $(2) | Option Awards $ | Non-Equity Incentive Plan Compensation $ | Change in Pension Value and Non- qualified Compensation Earnings | All Other Compensation $ | Total $ | | Glen R. Bressner | 85,250 | 77,483 | — | — | — | — | 162,733 | | Stephen L. Belland | 60,625 | 77,483 | — | — | — | — | 138,108 | | Roger A. Carolin | 68,500 | 77,483 | — | — | — | — | 145,983 |

  8. Director Compensation Table

    | Name | Fees Earned or Paid in Cash $(1) | Stock Awards $(2) | Option Awards $ | Non-Equity Incentive Plan Compensation $ | Change in Pension Value and Non- qualified Compensation Earnings | All Other Compensation $ | Total $ | | Garry Dean | 53,750 | 78,752 | — | — | — | — | 132,502 | | Denise L. Devine(3) | 40,250 | 87,115 | — | — | — | — | 127,365 | | Richard A. Silfen(4) | — | — | — | — | — | — | — |

  9. Director Compensation Table

    The amounts reported in this column include fees paid for attendance of Board and Board committee meetings and annual retainer for each non-employee director for the year ended September 30, 2025. (2) The amounts reported in this column represent the grant date fair value, computed based on the compensation cost recognized for financial reporting purposes by the Company in accordance with the valuation guidelines of Accounting Standards Codification (“ASC”) 505-50, “Equity-Based Payments to Non-Employees” and ASC 718 “Compensation — Stock Compensation” with respect to the stock awards granted to each non-employee director during the fiscal year ended September 30, 2025. See also Note 3, under the heading “Share-Based Compensation,” to the Company’s audited financial statements as filed in the Annual Report, which sets forth the material assumptions used in determining the compensation cost to the Company with respect to such awards. In addition, as of the close of the fiscal year ended September 30, 2025, none of the non-employee directors held outstanding options to purchase stock of the Company. (3) Denise L. Devine’s tenure with the Board began January 27, 2025. Richard A. Silfen’s tenure with the Board began October 28, 2025.

  10. Elements of Compensation

    Elements of Compensation The Company’s executive compensation program consists of the following elements of compensation, each described in greater depth below: • Base Salary • Annual Bonus • Equity-Based Compensation; and • General Benefits. In determining the different elements of compensation to provide to the named executive officers, the Compensation Committee does not adhere to a specific allocation between short-term and long-term compensation, or between cash and non-cash compensation. Instead, the Compensation Committee determines the elements of compensation in a manner designed to reward strong financial performance, provide overall compensation opportunities that are sufficient to attract and retain highly skilled named executive officers and ensure that named executive officers’ interests are aligned with those of the Company’s shareholders. This may result in the named executive officers receiving all cash compensation in some years (through base salary and annual bonuses) and a combination of cash and equity-based compensation in other years (through base salary, annual bonuses and equity awards).

  11. Annual Bonus

    Annual Bonus The Compensation Committee retains discretion to grant bonus compensation to the named executive officers and other employees of the Company. From time to time, the Company may award discretionary annual bonuses to the named executive officers and may agree, in hiring or promoting a named executive officer, to a target bonus opportunity, expressed as a percentage of base salary, in any case, to be paid only if the Company determines that the Company has attained its financial performance goals or other objectives. The named executive officers’ fiscal 2025 target annual bonus opportunities were as follows:

  12. Annual Bonus

    | Named Executive Officer | Annual Bonus Opportunity as a % of Base Salary | | Shahram Askarpour | 100% | | Jeffrey DiGiovanni | 50% |

  13. Annual Bonus

    66% of the potential annual incentive opportunity was based on the achievement of financial performance targets and the remaining portion of the annual incentive was based on a qualitative assessment of performance. In fiscal 2025, the Company chose Revenue and Operating Income as its financial performance metrics. In the case of Dr. Askarpour, the qualitative assessment took into account organic growth, progress on mergers and acquisitions, progress on autonomous flight initiatives, increased strategic partnerships and investor relations activities. In the case of Mr. DiGiovanni, the qualitative assessment considered investor relations activities, quality of financial accounting, mergers and acquisitions support, and progress toward additional financing.

  14. Annual Bonus

    | Performance Measures | Target 100% | Maximum 150% | Weight % | | Revenue ($) | $49,100,000 | $57,283,000 | 33.3% | | Operating Income ($) | $11,266,000 | $13,143,000 | 33.3% | | Qualitative | — | — | 33.3% |

  15. Annual Bonus

    In fiscal 2025, the Company achieved $ 53,897,000 in adjusted revenue and $14,866,492 in adjusted operating income, and the Compensation Committee determined that each of Dr. Askarpour and Mr. DiGiovanni achieved their qualitative goals at 150%. As a result, the Compensation Committee approved annual incentive bonuses of $750,000 and $250,250 for Dr. Askarpour and Mr. DiGiovanni, respectively. The fiscal 2025 annual cash incentives were paid to Dr. Askarpour and Mr. DiGiovanni on December 19, 2025. The payments are listed as fiscal 2025 compensation in the Summary Compensation Table in the column labeled “Non-Equity Incentive Plan Compensation.” In fiscal 2024, the Company achieved $ 47,198,020 in revenue and $ 11,446,807 in adjusted operating income, and the Compensation Committee determined that each of Dr. Askarpour and Mr. DiGiovanni achieved their qualitative goals at 100%. As a result, the Compensation Committee approved annual incentive bonuses of $500,000 and $225,000 for Dr. Askarpour and Mr. DiGiovanni, respectively. Interim Chief Financial Officer, Relland Winand received a discretionary bonus of $125,000. Former Chief Financial Officer, Michael Linacre’s October 8, 2023, resignation resulted in the forfeiture of his fiscal year 2024 bonus. The fiscal 2024 annual cash incentives were paid to Dr. Askarpour on December 20, 2024, and to Mr. DiGiovanni on December 17, 2024, respectively. Relland Winand’s discretionary fiscal 2024 bonus was paid on April 5, 2024. The payments are listed as fiscal 2024 compensation in the Summary Compensation Table in the column labeled “Non-Equity Incentive Plan Compensation.”

  16. Equity-based Compensation

    Equity-based Compensation The Company awards equity-based compensation to named executive officers in order to provide a link between the long-term results achieved for its shareholders and the rewards provided to named executive officers, thereby ensuring that such officers have a continuing stake in the Company’s long-term success (see the section titled “Equity Compensation Plan Information” below). Such awards are made at the discretion of the Compensation Committee and are not timed or coordinated with the release of material, non-public information. In fiscal 2025, we granted 72,062 market-based stock option shares (“MSOs”), 37,835 time-vested Restricted Stock Units (“RSUs”) and 201,000 Market-Based Restricted Stock Units (“MSUs”) to Dr. Askarpour and 33,259 MSOs and 17,462 RSUs to Mr. DiGiovanni. The MSOs granted to Dr. Askarpour and Mr. DiGiovanni are scheduled to vest in accordance with the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person. The options become exercisable, if at all, if the price of the Company’s common stock on the Nasdaq Stock Market is equal to or greater than $9.8785 for 20 consecutive trading days during the vesting period of the option, which has subsequently been met. With respect to the fiscal 2025 RSUs granted to Dr. Askarpour and Mr. DiGiovanni, the RSUs are scheduled to vest 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary date thereafter, subject to continued employment with the Company. In fiscal 2025, we granted 72,062 MSOs, 37,835 time-vested RSUs and 201,000 MSUs to Dr. Askarpour and 33,259 MSOs and 17,462 RSUs to Mr. DiGiovanni. The MSOs granted to Dr. Askarpour and Mr. DiGiovanni are scheduled to vest in accordance with the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person. The options become exercisable, if at all, if the price of the Company’s common stock on the Nasdaq Stock Market is equal to or greater than $9.8785 for 20 consecutive trading days during the vesting period of the option, which has subsequently been met. With respect to the fiscal 2025 201,000 MSUs granted to Dr. Askarpour, no MSUs are eligible for vesting prior to the first anniversary of the date of grant of the award, with the exception of accelerated vesting permitted under certain conditions subject to the plan provisions. Subject to the terms of the 2019 Plan, under the terms of the grant, the MSU vest as follows: (1) an initial one-third (1/3rd) of the MSUs shall vest on the first trading date after the shares of the Company’s common stock have traded at a price equal to or greater than ten dollars ($10.00) per share for twenty (20) consecutive trading days or as provided in the provisions of the second succeeding paragraph below; (2) an additional one-third (1/3rd) of the MSUs shall vest on the first trading date after shares of the Company’s common stock have traded at a price equal to or greater than twelve dollars ($12.00) per share for twenty (20) consecutive trading days; and (3) the remaining MSUs shall vest on the first trading date after the shares of the Company’s common stock have traded at a price equal to or greater than fourteen dollars ($14.00) per share for twenty (20) consecutive trading days. Additionally, if the tranche of MSUs subject to vesting pursuant to (1) above does not vest on or before November 20, 2027, then, with respect to such MSUs, the target trading price for the Company’s common stock will be increased to twelve dollars ($12.00) per share, such that the MSUs subject to (1) above will vest on the first trading date after shares of the Company’s common stock have traded at a price equal to or greater than twelve dollars ($12.00) per share for twenty (20) consecutive trading days. On February 13, 2025, the market performance condition for 67,000 units of MSUs granted November 20, 2024, to the Company’s Chief Executive Officer was met, and these shares subsequently vested according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan. On July 10, 2025, the market performance condition for an additional 67,000 units of MSUs granted November 20, 2024, to the Company’s Chief Executive Officer was met, and these shares subsequently vested according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan. On August 8, 2025, the market performance condition for the final 67,000 units of MSUs granted November 20, 2024, to Dr. Askarpour was met, and these shares subsequently vested according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan. On November 20, 2025, the service condition for all 201,000 units of MSUs granted November 20, 2024, to Dr. Askarpour was met. The market condition for all 201,000 units of MSUs was met during fiscal year ended September 30, 2025. Consequently, on November 20, 2025, all 201,000 MSUs vested according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan and 113,083 net-settled common shares were subsequently issued to Dr. Askarpour. With respect to the fiscal 2025 RSUs granted to Dr. Askarpour and Mr. DiGiovanni, the RSUs are scheduled to vest 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary date thereafter, subject to continued employment with the Company.

  17. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS It is the Company’s general philosophy that all of the Company’s employees should be “at will” employees, thereby allowing both the Company and the employee to terminate the employment relationship at any time and without restriction or financial obligation. However, in certain cases, the Company has determined that, as a retention device and a means to obtain agreement to enter into non-compete arrangements, employment agreements or other contractual agreements are appropriate. The Company entered into an amended and restated employment agreement with Dr. Askarpour on April 14, 2022, in connection with his appointment as Chief Executive Officer of the Company on January 14, 2022. The initial term of the employment agreement began on April 14, 2022, and ended on April 13, 2024. Pursuant to the terms of the agreement, the term extends for one additional year each subsequent April 14, unless either party provides written notice to the other party at least 30 days prior to the expiration of the then-current term that the term will not be renewed. The agreement provided for a base salary of $400,000 per year, or as may be subsequently increased by the Board, which the Company determined to be appropriate given Dr. Askarpour’s increased duties and responsibilities as Chief Executive Officer. If Dr. Askarpour’s employment is terminated by the Company without “cause” or by Dr. Askarpour for “good reason,” then, subject to Dr. Askarpour’s execution and non-revocation of a release of claims in favor of the Company, the Company will continue to pay Dr. Askarpour his base salary at the rate then in effect for a period of twelve (12) months following his termination date, during which period the Company will also pay Dr. Askarpour’s COBRA premiums. The employment agreement contains covenants restricting Dr. Askarpour’s ability to compete with the Company or solicit its employees, other service providers, or current, former, or prospective customers for twelve (12) months after the cessation of Dr. Askarpour’s employment. The employment agreement also contains standard confidentiality, assignment of invention, and non-disparagement provisions. On September 6, 2024, the Company entered into an amendment (the “Amendment”) to amend its employment agreement dated April 14, 2022 (the “Employment Agreement”) with Shahram Askarpour, the Company’s Chief Executive Officer. The Amendment amends and restates the severance provisions of the Employment Agreement. As amended, if Mr. Askarpour is terminated by the Company without Cause (as defined in the Employment Agreement) or resigns for Good Reason (as defined in the Amendment), Mr. Askarpour will be entitled to (i) payment of his base salary and (ii) payment of COBRA premiums for Mr. Askarpour and his dependents, in each case for 12 months following the date of Mr. Askarpour’s termination or resignation. The Amendment further provides that, in the event that Mr. Askarpour’s employment is terminated by the Company without Cause or for Good Reason during a period beginning six months prior to, and ending two years following, a Change of Control (as defined in the Employment Agreement), Mr. Askarpour shall receive, in lieu of the severance benefits set forth above, the following benefits from the Company: (i) an amount in cash equal to twice the sum of (a) Mr. Askarpour’s base salary and (b) the maximum annual cash bonus and/or other incentive compensation opportunity available to Mr. Askarpour; (ii) immediate vesting of all unvested equity awards held by Mr. Askarpour; (iii) extension of the exercise period with respect to any options held by Mr. Askarpour for a period lasting until the earlier of two years following Mr. Askarpour’s termination and the expiration date of the option; and (iv) payment of the employer portion of health and disability insurance coverage substantially comparable to the coverage Mr. Askarpour received from the Company immediately prior to Mr. Askarpour’s termination, for a period of 18 months following Mr. Askarpour’s termination. The Amendment provides that delivery by the Company of a Nonrenewal Notice (as defined in the Employment Agreement) to Mr. Askarpour will be treated as a termination without Cause on the last day of the applicable term. The Amendment sets forth the definition of “Good Reason,” which includes, absent Mr. Askarpour’s prior written consent and subject to certain exceptions relating to a Change of Control of the Company, (i) any material reduction in Mr. Askarpour’s title, duties, responsibilities or authority, (ii) any material reduction of Mr. Askarpour’s aggregate compensation, (iii) relocation of Mr. Askarpour’s primary work location that results in an increase in Mr. Askarpour’s one-way commute by more than 25 miles, (iv) in the event of a Change of Control, failure or refusal of a successor to the Company to either materially assume the Company’s obligations under the Employment Agreement or enter into a new employment agreement with Mr. Askarpour on terms that are materially similar to those provided under the Employment Agreement, or (v) a material breach of the Employment Agreement by the Company. Under the Amendment, Good Reason shall not be deemed to exist unless (i) the Company receives notice of the alleged basis for Good Reason and fails to cure the deficiency within 30 days after receiving such notice and (ii) Mr. Askarpour terminates his employment within 30 days after the expiration of such 30-day cure period. The Company entered into an offer letter agreement with Mr. DiGiovanni on March 18, 2024, in connection with his hiring as the Chief Financial Officer of the Company. The offer letter provided for a base salary of $325,000 per year, or as may be subsequently adjusted by the Board, pro-rated from Mr. DiGiovanni’s start date, an annual target bonus amount equal to 50% of his base salary, a grant of restricted common stock of the Company (as described in the section titled “Equity-based Compensation” above) and a grant of stock options. If Mr. DiGiovanni’s employment had been terminated by the Company without “cause,” then, subject to Mr. DiGiovanni’s execution and non-revocation of a release of claims in favor of the Company, the Company would continue to pay Mr. DiGiovanni his base salary at the rate then in effect for a period of six (6) months following his termination date in addition to a pro-rata bonus for the year of termination based on the actual bonus he would have been paid absent such termination. The offer letter contained covenants restricting Mr. DiGiovanni’s ability to compete with the Company or solicit its employees, other service providers, or current, former, or prospective customers for twelve (12) months after the cessation of Mr. DiGiovanni’s employment. The offer letter also contained standard confidentiality, assignment of invention, and non-disparagement provisions.

  18. EMPLOYMENT AGREEMENTS

    The Company entered into an offer letter agreement with former Chief Financial Officer, Michael Linacre, on June 1, 2022, in connection with his hiring as the Chief Financial Officer of the Company. The offer letter provided for a base salary of $230,000 per year, an annual target bonus amount equal to 30% of his base salary, a grant of restricted common stock of the Company (as described in the section titled “Equity-based Compensation” above) and certain relocation benefits. If Mr. Linacre’s employment was terminated without “cause,” then, subject to Mr. Linacre’s execution and non-revocation of a release of claims in favor of the Company, the Company would continue to pay Mr. Linacre his base salary at the rate then in effect for a period of six (6) months following his termination date in addition to a pro-rata bonus for the year of termination based on the actual bonus he would have been paid absent such termination. The offer letter contained covenants restricting Mr. Linacre’s ability to compete with the Company or solicit its employees, other service providers, or current, former, or prospective customers for twelve (12) months after the cessation of Mr. Linacre’s employment. The offer letter also contained standard confidentiality, assignment of invention, and non-disparagement provisions. On November 8, 2023, Mr. Linacre resigned from all of his positions with the Company. In connection with his resignation, Mr. Linacre received continued salary compensation in the amount of $62,500, for three months subsequent to his resignation. In connection with Mr. Linacre’s resignation, on November 8, 2023, Relland M. Winand was appointed as the interim Chief Financial Officer of the Company. Mr. Winand had previously served the Company as Chief Financial Officer from December 2014 until his retirement in July 2022, after serving as the Company’s Controller from September 2014 to December 2014. On November 9, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Winand with respect to his employment as the Company’s Interim Chief Financial Officer. Pursuant to the Offer Letter, Mr. Winand received an annual base salary of $250,000 and was eligible to participate in the Company’s benefit plans and programs generally available to employees of the Company, including retirement and health and welfare plans. Subsequent to Mr. Winand’s employment termination as Interim Chief Financial Officer, Mr. Winand received continued salary compensation in an amount of $165,000, which includes a one-time discretionary bonus of $125,000.

  19. Change in Control Benefits

    Change in Control Benefits The Compensation Committee has the authority to accelerate the vesting of Company equity awards granted to named executive officers under the Company’s 2019 Stock-Based Incentive Compensation Plan (the “2019 Plan”) upon a change in control of the Company (except for certain transactions that are expressly carved out under the 2019 Plan). The Company believes that such accelerated vesting is essential to maintaining the commitment and dedication of its key employees throughout a potential change in control of the Company. Unless otherwise determined by the Compensation Committee or provided in an award agreement, “change in control” is generally defined for these purposes as: the acquisition in one or more transactions during any 12-month period by any “person” (as such term is used for purposes of section 13(d) or section 14(d) of the Exchange Act) but excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries, of “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of forty percent (40%) or more of the combined voting power of the Company’s then outstanding voting securities; • a change in the composition of the Board during any 12-month period such that the individuals who at the beginning of such period constituted the Board cease to constitute a majority of the Board; • the consummation of a merger or consolidation involving the Company, if the shareholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation; or • a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company. Under Dr. Askarpour’s amended and restated employment agreement, if, during the Term, Dr. Askarpour’s employment is terminated by IS&S without Cause (and not due to death or Disability, but for the avoidance of doubt, including IS&S’s delivery of a Nonrenewal Notice), or by Dr. Askarpour for Good Reason (as defined below), then: (a) IS&S shall be released from any and all further obligations under this Agreement; (b) IS&S shall pay Askarpour all salary, benefits, bonuses, reimbursable expenses and all other compensation owing or accrued to Askarpour through the effective date of termination; and; (c) IS&S shall pay to Askarpour his Base Salary for a period of twelve (12) months following the date of Askarpour’s termination, provided such termination occurs outside the Change of Control Period (as defined below). For purposes of the amended and restated employment agreement, IS&S’s delivery of a Nonrenewal Notice to Dr. Askarpour shall be treated as termination without Cause on the last day of the Initial Term or a Renewal Term, as applicable. If Dr. Askarpour and his eligible dependents are eligible for, and timely elect, COBRA continuation coverage, IS&S shall reimburse Dr. Askarpour (or Dr. Askarpour’s estate or legal representative, as applicable) for the COBRA premiums for Dr. Askarpour and his eligible dependents under IS&S’ benefit plans for the period of Base Salary continuation under clause (c) of the preceding sentence (the “COBRA Benefit”); provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent that it would result in any fine, penalty or tax upon IS&S; and provided further, that the COBRA Benefit shall cease earlier if Dr. Askarpour or his dependents become eligible for health coverage under the health plan of another employer.” Under Dr. Askarpour’s amended and restated employment agreement, in the event that Dr. Askarpour’s employment is terminated by IS&S without Cause or Dr. Askarpour resigns with Good Reason within the period beginning six (6) months prior to, and ending two (2) years following a Change of Control (the “Change of Control Period”), (i) IS&S shall pay, or cause to be paid, to Dr. Askarpour an amount equal to two (2) times the sum of (A) the Base Salary immediately prior to the Change of Control and (B) the maximum annual cash bonus and/or other incentive compensation opportunity available to Dr. Askarpour (as determined by the Board in its sole discretion), payable in one lump sum subject to and in accordance with Paragraph 4.10(a) of the September 6, 2024 amended employment agreement, (ii) all unvested equity awards held by Askarpour shall immediately become fully vested and exercisable, (iii) any options held by Dr. Askarpour at the time of such termination shall continue to be exercisable until the earlier of two (2) years following the date of such termination and the option’s original expiration date, and (iv) IS&S shall provide Dr. Askarpour with health (medical, dental and vision) and disability coverage substantially comparable to the coverage Dr. Askarpour was receiving from IS&S immediately prior to the Change of Control for a period of 18 months following such termination (the “Coverage Period”). Dr. Askarpour shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Dr. Askarpour was paying when Dr. Askarpour’s employment terminated. For purposes of Dr. Askarpour’s employment agreement, Dr. Askarpour shall have “Good Reason” to resign from his employment with IS&S upon the occurrence of any of the following actions taken by IS&S without Dr. Askarpour’s prior written consent: (a) a material reduction in Askarpour’s title, duties, responsibilities or authority; (b) a material reduction of Askarpour’s aggregate compensation; (c) relocation of Askarpour’s primary work location that results in an increase in Askarpour’s one-way commute by more than twenty-five (25) miles; (d) failure or refusal of a successor to IS&S to either materially assume IS&S’ obligations under this Agreement or enter into a new employment agreement with Dr. Askarpour on terms that are materially similar to those provided under this Agreement, in any case, in the event of a Change of Control; or (e) a material breach of this Agreement by IS&S. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless (A) Dr. Askarpour gives IS&S written notice within thirty (30) days after the first occurrence of the event which Dr. Askarpour believes constitutes the basis for Good Reason, specifying the particular act or failure to act which Dr. Askarpour believes constitutes the basis for Good Reason, (B) IS&S fails to cure such act or failure to act within thirty (30) days after receipt of such notice and (C) Dr. Askarpour terminates his employment within thirty (30) days after the end of such 30-day cure period specified in clause (B). Unless the Board determines otherwise in its sole discretion prior to the consummation of a Change of Control, in the event that a Change of Control is consummated resulting in IS&S becoming a privately-held company, Dr. Askarpour shall not have Good Reason to resign (A) solely on account of the consummation of such transaction or (B) on account of any diminution in the particular duties or responsibilities relating solely to being a public company that he may have held immediately prior to the Change of Control by virtue of his position as the chief executive officer of a public company. For purposes of Dr. Askarpour’s employment agreement, “change in control” is generally defined for these purposes as: •

  20. Change in Control Benefits

    a “person” (as such term is used for purposes of section 13(d) or section 14(d) of the Exchange Act) but excluding, for this purpose, any employee benefit plan of the Company or its subsidiaries, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of forty percent (40%) or more of the combined voting power of the Company’s then outstanding voting securities; • a change in the composition of the Board during any 2-year period such that the individuals who at the beginning of such period constituted the Board cease to constitute a majority of the Board; • the consummation of a merger or consolidation involving the Company, if the shareholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, at least seventy-five percent (75%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation; or • a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company. On June 20, 2024, the Company entered into a Change in Control Agreement with Mr. DiGiovanni (the “Change in Control Agreement”). Pursuant to the Change in Control Agreement, in the event Mr. DiGiovanni is terminated (i) by the Company without Cause, or (ii) by Mr. DiGiovanni for Good Reason during the period beginning six (6) months prior to and ending two (2) years following a Change in Control of the Company (the terms “Cause,” “Change in Control” and “Good Reason” are defined in the Change in Control Agreements), Mr. DiGiovanni will be entitled to receive an amount equal to two (2) times the sum of (A) his base salary in effect immediately prior to the Change in Control, and (B) the maximum annual cash bonus and/or other incentive compensation opportunity available to Mr. DiGiovanni (as determined by the Board in its sole discretion). The Change in Control benefit will be paid in one lump sum on the 60th day following termination of employment, provided that the executive has executed and delivered a release of claims and the statutory period during which he or she may revoke that release has expired on or before that 60th day. Upon such termination, (x) all unvested equity awards held by Mr. DiGiovanni will immediately become vested and exercisable, (y) any options held by Mr. DiGiovanni at the time of such termination will continue to be exercisable until the earlier of two (2) years following the date of such termination and the option’s original expiration date, and (z) the Company will provide Mr. DiGiovanni with health (medical, dental and vision) and disability coverage substantially comparable to the coverage Mr. DiGiovanni was receiving from the Company immediately prior to the Change in Control for a period of eighteen (18) months following such termination.

  21. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE This Summary Compensation Table provides information on the total compensation earned by each named executive officer for fiscal years ended September 30, 2025, 2024 and 2023.

  22. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary $(4),(5) | Bonus $ | Non-Equity Incentive Plan Compensation $ | Option Awards $(2) | Stock Awards $(2) | All Other Compensation $(1) | Total $(1) | | Shahram Askarpour Chief Executive Officer | 2025 | 525,000 | — | 750,750 | 196,340 | 1,019,953 | 14,000 | 2,506,043 | | | 2024 | 500,000 | — | 500,000 | 1,280,624 | 683,307 | 8,258 | 2,972,189 | | | 2023 | 400,000 | — | 355,816 | 852,000 | 819,000 | 12,592 | 2,439,408 | | Jeffrey DiGiovanni Chief Financial Officer | 2025 | 350,000 | — | 250,250 | 115,509 | 151,974 | 14,000 | 881,733 | | | 2024(7) | 156,250 | — | 225,000 | 249,998 | 449,994 | 2,185 | 1,083,427 | | Relland Winand Interim Chief Financial Officer | 2024 | 147,692 | 125,000 | — | — | — | 4,308 | 277,000 | | Michael Linacre Former Chief Financial Officer | 2024 | 116,594 | — | — | — | — | 1,006 | 117,600 | | | 2023 | 233,770 | — | 118,605 | 111,264 | 49,994 | 162,491 | 676,124 |

  23. SUMMARY COMPENSATION TABLE

    (1) The amounts set forth in this column represent (i) for Dr. Askarpour’s and Mr. DiGiovanni’s contributions to their Savings Plan accounts for the applicable fiscal year, and (ii) for Mr. Linacre’s $154,761 in relocation benefits and $7,730 in contributions to his Savings Plan account for the applicable fiscal year. (2) These amounts represent the aggregate grant date fair value determined in accordance with the valuation guidelines of ASC Topic 718 “Stock Compensation” with respect to the options granted to the named executive officers in the applicable year. See also Note 3, under the heading “Share-Based Compensation,” in the Company’s audited financial statements as filed in the Annual Report. The values do not correspond to the actual value that will be recognized by the named executive officers at the time such awards vest. (3) Mr. DiGiovanni’s fiscal 2024 annual base salary was $325,000; however, his fiscal 2024 pro-rata salary paid from date of hire for fiscal 2024 was $156,250. (4) Mr. Winand’s fiscal 2024 annual base salary was $250,000; however, his fiscal 2024 pro-rata salary paid from date of hire for fiscal 2024 was $147,692 and included retainer compensation of $40,000. (5) Mr. Linacre’s fiscal 2024 annual base salary reflects pro-rata compensation as Mr. Linacre’s employment with the Company terminated effective as of November 8, 2023, and included retainer compensation of $62,500. Mr. DiGiovanni began his tenure as Chief Financial Officer effective April 8, 2024.

  24. Grants Of Plan-Based Awards

    Grants Of Plan-Based Awards The following table sets forth information about non-equity and equity awards granted to the named executive officers in the fiscal year ended September 30, 2025.

  25. Grants Of Plan-Based Awards

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | All other stock awards: | All other option awards: | Exercise price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Number of shares of stock or units (#) | Number of securities underlying options (#) | | | | Shahram Askarpour | | — | 500,000 | 750,750 | | | | | | Shahram Askarpour | 2/19/2025 | | | | 37,835 | | | 325,000 | | Shahram Askarpour | 2/18/2025 | | | | | 72,062 | 8.59 | 325,000 | | Shahram Askarpour | 11/20/2024 | | | | 201,000 | | | | | Jeffrey DiGiovanni | | | 162,500 | 250,250 | | | | | | Jeffrey DiGiovanni | 2/19/2025 | | | | 17,462 | | | 150,000 | | Jeffrey DiGiovanni | 2/18/2025 | | | | | 33,259 | 8.59 | 150,000 |

  26. Grants Of Plan-Based Awards

    The amounts included in this column are the dollar amounts representing the grant date fair value of each restricted stock unit or option share, as applicable, calculated in accordance with FASB ASC Topic 718, and do not represent the actual value that may be recognized by the named executive officers upon vesting of restricted stock units or options.

  27. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides outstanding equity awards for the named executive officers as of the end of fiscal year 2025:

  28. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested ($) | Market value of shares or units of stock that have not vested ($) | | Shahram Askarpour | 200,000(1) | — | 8.19 | 1/11/2033 | 18,750(4) | 234,188 | | Shahram Askarpour | 25,000(2) | — | 8.12 | 2/22/2034 | 30,018(4) | 374,925 | | Shahram Askarpour | 18,003 | 54,011(3) | 8.12 | 2/22/2034 | 201,000(8) | 2,510,490 | | Shahram Askarpour | | 72,062(7) | 9.88 | 2/18/2035 | 37,835(4) | 472,559 | | Jeffrey DiGiovanni | 20,187 | 44,412(6) | 7.06 | 4/08/2034 | 26,588(4) | 332,084 | | Jeffrey DiGiovanni | | 33,259(7) | 9.88 | 2/18/2035 | 26,454(5) | 330,410 | | Jeffrey DiGiovanni | | | | | 17,462(4) | 218,100 |

  29. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) The award becomes vested according to the following schedule: 50% on the date of grant, and the remaining 50% on a quarterly basis, becoming fully vested on the first anniversary of the date of grant. (2) The award became immediately vested at date of grant. (3) The award becomes ratably vested 25% per year for 4 years. (4) The award vests 25% on date of grant and 25% percent ratably for 3 years. (5) The award vests 25% percent ratably for 4 years. (6) The award becomes vested according to the following schedule: 25% on the first anniversary of grant date and 25% per quarter for the next 3 successive anniversary dates from date of grant. (7) The award becomes vested according to the following schedule: 1/4th on the first anniversary of the grant date and 1/12th on each quarterly anniversary of the grant date thereafter, subject to continued employment by the reporting person. The option becomes exercisable, if at all, if the price of the Company’s common stock on the Nasdaq Stock Market is equal to or greater than $9.8785 for 20 consecutive trading days during the vesting period of the option. The award becomes vested according to the following schedule: (1) an initial 1/3 shall vest on the first trading date after the shares of the Company’s common stock have traded at a price equal to or greater than ten dollars per share for twenty consecutive trading days or as provided in the provisions of the second succeeding paragraph below; (2) an additional one-third (1/3rd) of the MSUs shall vest on the first trading date after shares of the Company’s common stock have traded at a price equal to or greater than twelve dollars per share for twenty (20) consecutive trading days; and (3) the remaining MSUs shall vest on the first trading date after the shares of the Company’s common stock have traded at a price equal to or greater than fourteen dollars per share for twenty (20) consecutive trading days. Any MSUs that have not vested on or before the fourth anniversary of the grant date are immediately forfeited. Vesting occurs upon the attainment of (1) the stock price appreciation criteria noted above and (2) one year of participant service from grant date.

  30. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information on the value of stock options that were exercised and stock awards that vested during the fiscal year ended September 30, 2025, for each of our named executive officers:

  31. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise $ | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Shahram Askarpour | — | — | 35,006 | 293,295 | | Jeffrey DiGiovanni | — | — | 21,649 | 205,875 |

  32. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Dr. Askarpour’s amended and restated employment agreement provides that if his employment is terminated by the Company without “cause” or by Dr. Askarpour for “good reason,” then, subject to his execution and non-revocation of a release of claims in favor of the Company, the Company will continue to pay Dr. Askarpour his base salary at the rate then in effect for a period of twelve (12) months following his termination date, during which period the Company will also pay Dr. Askarpour’s COBRA premiums. If Dr. Askarpour’s employment were terminated by the Company without “cause” or for “good reason”, other than a change in control, on September 30, 2025, the total amounts payable to Dr. Askarpour would have been $525,000. For purposes of Dr. Askarpour’s employment agreement, “cause” generally means (a) the commission by or conviction of Dr. Askarpour, or plea of guilty or nolo contendere to, a felony or any crime involving dishonesty, disloyalty, or moral turpitude; (b) Dr. Askarpour’s willful misconduct or willful failure substantially to perform the duties of his position or his willful refusal to comply with the lawful directives of the Board; (c) a breach by Dr. Askarpour of his employment agreement or any written policies of the Company applicable to Dr. Askarpour; (d) any act or omission by Dr. Askarpour constituting dishonesty, fraud or embezzlement, or an intentional violation of Dr. Askarpour’s duty of loyalty to the Company under law; (e) Dr. Askarpour’s gross negligence in the performance of his duties; or (f) Dr. Askarpour’s poor job performance or other improper conduct not otherwise described above, except that cause shall not exist based solely on clauses (e) or (f), unless the Company has given Dr. Askarpour written notice of its intent to terminate his employment for cause, and allowed Dr. Askarpour thirty (30) days to cure such alleged poor job performance or other improper conduct. For purposes of Dr. Askarpour’s employment agreement, “good reason” generally means (a) a material reduction of Dr. Askarpour’s duties, responsibilities or authority; (b) a reduction of Dr. Askarpour’s base salary; (c) failure or refusal of a successor to the Company to either materially assume the Company’s obligations under Dr. Askarpour’s employment agreement or enter into a new employment agreement with Dr. Askarpour on terms that are materially similar to those provided under his employment agreement, in any case, in the event of a “change in control”; (d) a relocation of Dr. Askarpour’s primary work location that results in an increase in his one-way commute by more than twenty-five (25) miles; or (e) a material breach of Dr. Askarpour’s employment agreement by the Company. See the section titled “Compensation Discussion and Analysis” for additional information. Mr. DiGiovanni’s offer letter provided that if his employment is terminated by the Company without “cause,” then, subject to his execution and non-revocation of a release of claims in favor of the Company, the Company would continue to pay Mr. DiGiovanni his base salary at the rate then in effect for a period of six (6) months following his termination date in addition to a pro-rata bonus for the year of termination based on the actual bonus he would have been paid absent such termination. If Mr. DiGiovanni’s employment were terminated by the Company without “cause”, other than a change in control, on September 30, 2025, the total amounts payable to Mr. DiGiovanni would have been $175,000. For purposes of Mr. DiGiovanni’s offer letter, “cause” generally means (a) the indictment or conviction of Mr. DiGiovanni, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude or dishonesty; (b) Mr. DiGiovanni’s intentional action or an act of fraud, dishonesty or theft affecting the property, reputation, or business of the Company or its affiliates; (c) Mr. DiGiovanni’s willful and persistent neglect of his duties and responsibilities; (d) Mr. DiGiovanni’s failure or refusal to carry out the lawful directives of the Board; (e) Mr. DiGiovanni’s diverting any business opportunity of the Company or its affiliates for his own personal gain; (f) Mr. DiGiovanni’s omission of or misrepresentation of a significant fact on his employment application or resume; or (g) Mr. DiGiovanni misuse of alcohol or drugs affecting his work performance. See the section titled “Compensation Discussion and Analysis” for additional information. Pursuant to the Change in Control Agreement with Mr. DiGiovanni effective June 20, 2024, in the event Mr. DiGiovanni is terminated (i) by the Company without Cause, or (ii) by Mr. DiGiovanni for Good Reason during the period beginning six (6) months prior to and ending two (2) years following a Change in Control of the Company (the terms “Cause,” “Change in Control” and “Good Reason” are defined in the Change in Control Agreements), Mr. DiGiovanni will be entitled to receive an amount equal to two (2) times the sum of (A) his base salary in effect immediately prior to the Change in Control, and (B) the maximum annual cash bonus and/or other incentive compensation opportunity available to Mr. DiGiovanni (as determined by the Board in its sole discretion). The Change in Control benefit will be paid in one lump sum on the 60th day following termination of employment, provided that the executive has executed and delivered a release of claims and the statutory period during which he or she may revoke that release has expired on or before that 60th day. Upon such termination, (x) all unvested equity awards held by Mr. DiGiovanni will immediately become vested and exercisable, (y) any options held by Mr. DiGiovanni at the time of such termination will continue to be exercisable until the earlier of two (2) years following the date of such termination and the option’s original expiration date, and (z) the Company will provide Mr. DiGiovanni with health (medical, dental and vision) and disability coverage substantially comparable to the coverage Mr. DiGiovanni was receiving from the Company immediately prior to the Change in Control for a period of eighteen (18) months following such termination. Pursuant to a June 1, 2022 offer letter agreement with former Chief Financial Officer, Michael Linacre, if Mr. Linacre’s employment was terminated without “cause,” then, subject to Mr. Linacre’s execution and non-revocation of a release of claims in favor of the Company, the Company would continue to pay Mr. Linacre his base salary at the rate then in effect for a period of six (6) months following his termination date in addition to a pro-rata bonus for the year of termination based on the actual bonus he would have been paid absent such termination. The offer letter contained covenants restricting Mr. Linacre’s ability to compete with the Company or solicit its employees, other service providers, or current, former, or prospective customers for twelve (12) months after the cessation of Mr. Linacre’s employment. The offer letter also contained standard confidentiality, assignment of invention, and non-disparagement provisions. On November 8, 2023, Mr. Linacre resigned from all of his positions with the Company. In connection with his resignation, Mr. Linacre received continued salary compensation in the amount of $62,500.

  33. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    On November 9, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Winand with respect to his employment as the Company’s Interim Chief Financial Officer. Pursuant to the Offer Letter, Mr. Winand received an annual base salary of $250,000 and was eligible to participate in the Company’s benefit plans and programs generally available to employees of the Company, including retirement and health and welfare plans. Mr. Winand’s Offer Letter contained no termination or change in control provisions. Subsequent to Mr. Winand’s employment termination as Interim Chief Financial Officer, Mr. Winand received continued salary compensation in an amount of $165,000, which includes a one-time discretionary bonus of $125,000. The Company’s Compensation Committee has the authority to accelerate the vesting of Company stock options granted to named executive officers under the 2019 Plan upon a change in control of the Company. See the section titled “Compensation Discussion and Analysis” for additional information.

  34. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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, and as a “smaller reporting company” as defined by the Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  35. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  36. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment Based on TSR(4) | Net Income ($MM) | | 2025 | $2,506,043 | $3,538,403 | $881,733 | $1,458,180 | $144.73 | $15.63 | | 2024 | $2,972,189 | $2,649,877 | $492,676 | $404,050 | $92.88 | $7.00 | | 2023 | $2,439,408 | $2,394,368 | $676,259 | $661,802 | $108.26 | $6.02 |

  37. PAY VERSUS PERFORMANCE

    The Principal Executive Officer (“PEO”) in fiscal 2023, fiscal 2024 and fiscal 2025 is Shahram Askarpour. The Non-PEO NEOs for whom the average compensation is presented in this table for fiscal 2025 is Mr. Jeffrey DiGiovanni. The Non-PEO NEOs for whom the average compensation is presented in this table for fiscal 2024 is Mr. Jeffrey DiGiovanni, Mr. Michael Linacre and Mr. Relland Winand. The Non-PEO NEOs for whom the average compensation is presented in this table for fiscal 2023 is Michael Linacre. The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEO and NEOs set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards columns below, represent the Stock Awards amounts from the applicable Summary Compensation Table. Amounts included in the Inclusion of Equity Values column below are the aggregate of the following components, as applicable: the fair value as of the end of the fiscal year of unvested equity awards granted in that year; the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; and the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year, less the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with FASB ASC Topic 718. Dollar values assume $100 was invested in the Company for the cumulative periods from September 30, 2022 to September 30, 2025 for fiscal 2025, Dollar values assume $100 was invested in the Company for the cumulative periods from September 30, 2021 to September 30, 2024 for fiscal 2024, and from September 30, 2021 to September 30,2023 for fiscal 2023 respectively and assumes reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance.

  38. ADJUSTMENTS MADE TO DETERMINE COMPENSATION ACTUALLY PAID

    ADJUSTMENTS MADE TO DETERMINE COMPENSATION ACTUALLY PAID

  39. ADJUSTMENTS MADE TO DETERMINE COMPENSATION ACTUALLY PAID

    | | | FY 2025 | FY 2024 | FY 2023 | | Summary Compensation Table Total | PEO | $2,506,043 | 2,972,189 | 2,439,408 | | | Average Non-PEO NEOs | $881,733 | 492,676 | 676,259 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | PEO | $1,216,293 | 879,018 | 1,671,000 | | | Average Non-PEO NEOs | $267,483 | 233,331 | 161,258 | | Fair value as of the end of the covered year of awards granted during year that remain unvested as of year-end | PEO | $1,790,449 | 505,456 | 689,560 | | | Average Non-PEO NEOs | $314,450 | 140,203 | 154,923 | | Increase/Deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that were outstanding and unvested as of year-end | PEO | $361,711 | — | — | | | Average Non-PEO NEOs | $464,756 | — | (6,092) | | Increase for fair value as of the vesting dates for awards granted during year that vest during the year | PEO | $— | 51,250 | 936,400 | | | Average Non-PEO NEOs | $— | 5,751 | — | | Increase/Deduction for change in fair value from prior year-end to vesting date of awards granted prior to that year that vested during year | PEO | $96,493 | — | — | | | Average Non-PEO NEOs | $64,724 | (44) | (2,030) | | Deduction for fair value of awards granted prior to year that were forfeited during year | PEO | $— | — | — | | | Average Non-PEO NEOs | $— | (1,205) | — | | Compensation Actually Paid | PEO | $3,538,403 | 2,649,877 | 2,394,368 | | | Average Non-PEO NEOs | $1,458,180 | 404,050 | 661,802 |

  40. Description of Relationship Between NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid and 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 other NEOs, and the Company’s cumulative TSR over the fiscal three-year period from fiscal 2023 through fiscal 2025.

  41. Description of Relationship Between NEO Compensation Actually Paid and Net Income

    Description of Relationship Between NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the three-year period from fiscal 2023 through fiscal 2025.