DEF 14A of Accuray Inc, Sep 29, 2023

DEF 14A of Accuray Inc

Filed Sep 29, 2023 · FY20230001140361-23-045994

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Classes of Our Board

    Classes of Our Board Our Amended and Restated Certificate of Incorporation provides that our Board shall be divided into three classes, designated Class I, Class II and Class III, with each class serving for a staggered three-year term. Our Board currently consists of eight directors: three Class I directors, three Class II directors and two Class III directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Proxies cannot be voted for more than three persons. The following information is provided for each of the nominees and continuing directors: name, class in which each director or nominee serves, age as of August 31, 2023, and length of service on our Board.

  3. Classes of Our Board

    | Name | Term Expires | Age | Director Since | | Class I Directors | | | | | Anne B. Le Grand | 2025 | 72 | 2020 | | Robert C. Kill | 2025 | 59 | 2023 | | Joseph E. Whitters | 2025 | 65 | 2018 | | Class II Directors/Nominees | | | | | Beverly A. Huss | 2023 | 63 | 2018 | | Mika Nishimura | 2023 | 60 | 2021 | | Byron C. Scott | 2023 | 60 | 2021 | | Class III Directors | | | | | James M. Hindman | 2024 | 62 | 2019 | | Suzanne Winter | 2024 | 60 | 2022 |

  4. Classes of Our Board

    Listed below are the biographies of each director nominee and continuing director and the experiences, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) to recommend, and our Board to determine, that the person should serve as a director for the Company. There are no family relationships among any of our directors or executive officers.

  5. Director Nominees—Class II Directors

    Director Nominees—Class II Directors Our Board has nominated Mses. Huss and Nishimura and Dr. Scott for election as Class II directors to serve until our 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each nominee for director has consented to being named in this Proxy Statement and has indicated a willingness to serve if elected. If a nominee is unavailable for election, the persons named as proxyholders will use their discretion to vote for any substitute nominee in accordance with their best judgment. Each nominee is an incumbent director currently serving on the Board. Ms. Nishimura and Dr. Scott are standing for election by the stockholders for the first time at the Annual Meeting. All nominees were recommended for approval by our Nominating and Corporate Governance Committee. Ms. Huss and Dr. Scott were originally recommended to the Nominating and Corporate Governance Committee by an executive recruiting firm and Ms. Nishimura was originally recommended by one of our executive officers at the time. Beverly A. Huss has served as a member of our Board since January 2018. From January 2021 to July 2022, Ms. Huss served as the Chief Executive Officer of Pagonia Medical, Inc. (“Pagonia”), a private company focused on creating a novel non-invasive device for the preservation of tissue following a heart attack, stroke, traumatic brain injury and other medical conditions. From September 2013 until December 2020, she served as President and Chief Executive Officer of Qool Therapeutics, Inc. (“Qool”), formerly Thermocure, Inc., a private company focused on temperature management therapies. Prior to joining Qool, Ms. Huss was President and Chief Executive Officer at start-up medical device company Vibrynt, Inc., and held multiple senior level leadership positions at Guidant Corporation, a public company that designs and manufactures cardiovascular products, including, most recently President, Endovascular Solutions, Vice President, Global Marketing, Vascular Intervention and Vice President of the Stent Business Unit. Ms. Huss has served on the board of directors of Vicarious Surgical Inc., a medical robotics company, since October 2022; Iridex Corporation, a public medical device company, since March 2022; and Ancora Heart, Inc., a privately-held medical device company developing heart failure treatments, since June 2021. She also serves on the audit committee of Iridex Corporation and Vicarious Surgical Inc. Her prior private company board experience includes Pagonia, Madorra Inc., Coala Life, Inc., Artes Medical, Inc., Wright Medical Group, Inc., and Dade Behring Holdings, Inc. Ms. Huss holds a M.S. in technology management from Pepperdine University and a B.S. in metallurgical engineering from the University of Illinois. As a former Chief Executive Officer with more than 25 years of management experience in the medical device industry, and a current and former member of several public and private company boards with two decades of board experience, Ms. Huss brings to our Board extensive experience in the medical device industry, including experience in the areas of business operations, management and corporate governance. Mika Nishimura has served as a member of our Board since August 2021. Since 2011, Ms. Nishimura has served as an Operational Partner with Gilde Healthcare Partners, a life-science focused venture fund. From 2015 to 2020, Ms. Nishimura served as Vice President of Commercialization at nVision Medical Corporation, an early clinical-stage medical device company acquired by Boston Scientific. Previously, she served as Vice President, Commercial Development at Auxogyn, Inc., a medical technology company, acquired by Progyny, Inc. Earlier in her career, Ms. Nishimura served as Vice President of International Sales Operations and Marketing at ev3 Inc., a provider for specialists treating a wide range of vascular diseases and disorders, where she held P&L responsibilities for the emerging markets. She has also served as a board member of SI-BONE, Inc., a public medical device company dedicated to solving musculoskeletal disorders of the sacropelvic anatomy, since March 2021; a board member of HOYA Corp, a publicly listed Japanese company manufacturing optical products, since June 2022; and as a board advisor to Tristel, plc, a UK public medical technology company, since January 2021. Ms. Nishimura holds an MBA from Harvard Graduate School of Business Administration and a B.A. in Economics from Yale University. As a leader who has worked with and for various medical device companies, Ms. Nishimura brings to the board extensive leadership experience in the medical device industry, including experience with commercialization. Byron C. Scott has served as a member of our Board since February 2021. Dr. Scott has served as Adjunct Faculty at the University of Massachusetts, Amherst, Isenberg School of Management since 2016, Adjunct Faculty at Jefferson University, College of Population Health since December 2019 where he teaches healthcare quality, patient safety, and performance improvement, and Adjunct, Associate Professor at New York University Stern School of Business since January 2023. Dr. Scott served as Deputy Chief Health Officer at IBM Watson Health from March 2017 to June 2020, where he served as a consultant helping healthcare organizations align strategies and improve performance, along with supporting sales, marketing, and thought leadership. Dr. Scott served at Truven Health Analytics., an IBM Watson Health company that provides healthcare analytics, from January 2014 to February 2017, most recently as Associate Chief Medical Officer from 2015 to 2017, prior to its acquisition by International Business Machines Corporation (“IBM”) in 2016. Dr. Scott previously served at EmCare Holdings Inc., a private hospital-based physician practice management company that was part of Envision Healthcare, from 1995 to 2013, where he held positions of increasing responsibility, including most recently as Executive Vice President of the West Division from 2011 to 2013. Dr. Scott is board certified in emergency medicine and previously practiced medicine for over 25 years. He currently serves as a member of the Board of Directors of Providence Health Plan, a privately held health insurance provider, and Direct Relief, a nonprofit humanitarian organization, including Direct Relief Mexico and Direct Relief South Africa. In addition, Dr. Scott also currently serves as Board Trustee, Vice-Chair, Audit and Corporate Responsibility Committee, and member of the Quality, Patient Safety, and Medical Affairs Committee of the Board of Directors at Rady Children’s Hospital & Health Center. Dr. Scott holds a B.S. in Psychobiology from the University of California, Los Angeles, a M.D. from the University of California, San Diego, and a M.B.A. from the University of Massachusetts, Amherst, Isenberg School of Management. He is Directorship Certified by the National Association for Corporate Directors (“NACD”) and holds a CERT Cybersecurity Oversight Certification issued by Carnegie Mellon University and NACD. He is also board certified in healthcare quality management. As a former executive in the healthcare industry and practicing physician, Dr. Scott brings to our Board extensive experience in management, operations and strategy in the healthcare industry, perspective and experience as a physician, and clinical and academic background in healthcare.

  6. Continuing Directors—Class I and Class III Directors

    Continuing Directors—Class I and Class III Directors Anne B. Le Grand has served as a member of our Board since July 2020. Ms. Le Grand served as a consultant to IBM Watson Health, a machine intelligence company that is a division of IBM, a publicly traded information technology company, from January 2021 to January 2023. Prior to that, Ms. Le Grand also served as Vice President and General Manager of Imaging, Life Sciences, Oncology and Genomics at IBM Watson Health from July 2019 to December 2020 and VP and General Manager of Imaging at IBM Watson Health from April 2016 to July 2019. Prior to her roles at IBM Watson Health, Ms. Le Grand served as Senior Vice President of Healthcare and General Manager of Therapeutics from January 2015 to April 2016 and Senior Vice President of Healthcare Business Transformation from January 2014 to January 2015 at Koninkliike Philips N.V., a health technology company. Ms. Le Grand previously served in various senior leadership positions at GE HealthCare Technologies Inc. and Eastman Kodak Company and began her career at 3M Company in the Medical Imaging Division. Ms. Le Grand has served as a member of the board of directors of Medimaps Group, SA, a private medical analytics software company, since May 2022. Ms. Le Grand holds a B.S. in Chemistry from Queens University of Charlotte. As a former executive with more than 25 years of experience running global healthcare businesses, Ms. Le Grand brings to our Board extensive experience in the medical device industry, including operations, management and business development, as well as financial acumen. Robert C. Kill has served as a member of our Board since January 2023. From 2016 to 2022, Mr. Kill served as a board member of Ascension Ventures, a venture capital fund. From 2017 to 2022, Mr. Kill also served as Chief Executive Officer of Parata Systems, LLC (“Parata Systems”), a pharmacy automation technology provider serving hospital, retail, long term care, mail order and government pharmacies. Prior to joining Parata Systems, Mr. Kill was an operating partner of two private equity funds, Frazier Healthcare Partners from 2016 to 2017 and Altamont Capital Partners from 2012 to 2016. Mr. Kill has also served in varying capacities at Cogentix Medical, Inc. (formerly Uroplasty, Inc.), a publicly traded medical device company that manufactured and marketed neuromodulation and endoscopy technologies, from 2010 to 2016, including most recently as its Chairman & Chief Executive Officer. Mr. Kill’s earlier experience includes executive leadership positions with healthcare service and healthcare IT companies. He began his career at Baxter Healthcare and holds a B.A. in Economics from the University of Notre Dame. As a healthcare technology executive and former Chief Executive Officer, Mr. Kill brings to our Board extensive experience in the healthcare technology and medical device industry, including in the areas of executive leadership, operations and strategy. Joseph E. Whitters has served as a member of our Board since July 2018. Mr. Whitters has been an advisor/consultant to Frazier Healthcare Partners, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a publicly traded managed care company, most recently as its Chief Financial Officer. He also previously served as the Controller for United Healthcare Corp, a publicly traded health care management company, from 1984 to 1986. Prior to that, Mr. Whitters served as the Manager of Accounting and Taxation for Overland Express, a publicly traded trucking company, and he began his career in public accounting with Peat Marwick (now KPMG). Mr. Whitters has served as a member of the board of directors of Spark Networks SE, an operator of premium online dating sites and mobile applications, since July 2021. Mr. Whitters has also served on the boards of directors and audit committees of various public companies, including InfuSystem Holdings, Inc., a provider of infusion pumps and related products and services, from April 2012 through May 2019; Analogic Corporation, a healthcare and security technology solutions company, from October 2017 through June 2018; PRGX Global, Inc., a provider of recovery audit and spend analytics services, from February 2013 to March 2021; Cutera, Inc., a global aesthetics device company, from February 2019 through June 2023; and Air Methods Corp., an air medical transportation and air tourism company, from March 2016 through April 2017. Mr. Whitters has also been an advisor or board member of several private companies. Mr. Whitters holds a B.A. in Accounting from Luther College. As a former Chief Financial Officer with significant public company governance experience in the medical technology and medical device industry, Mr. Whitters brings to our Board extensive experience in finance, accounting, public company governance, operations and strategy. James M. Hindman has served as a member of our Board since September 2019. Mr. Hindman served in various positions at Allergan, Inc. (“Allergan”), a multi-specialty healthcare company that was acquired by Actavis PLC in 2015, from 1984 to March 2015, where he held positions of increasing responsibility, including most recently as the Executive Vice President, Finance and Business Development, and Chief Financial Officer from August 2014 to March 2015. Mr. Hindman served as Senior Vice President of Treasury, Risk and Investor Relations at Allergan from March 2002 to August 2014, and, from 1984 to 2002, Mr. Hindman served a variety of other finance positions at Allergan, including Senior Vice President, Finance and Controller; Vice President, Finance; Vice President, Financial Planning and Analysis; and Assistant Corporate Controller. Mr. Hindman currently serves on the board of directors of Aatru Medical, LLC, a private medical device company, Urovant Sciences, Inc., a private biopharmaceutical company, and Amolyt Pharma SAS, a private company specializing in developing therapeutic peptides for endocrine and metabolic disease. In the past five years, Mr. Hindman served on the board of directors of Millendo Therapeutics, Inc., a public biotechnology company, from June 2016 to June 2021, and Sienna Biopharmaceuticals, Inc., a public clinical-stage medical dermatology and aesthetics company, from August 2018 to December 2019. He has also provided financial consulting services to Cidara Therapeutics, Inc., a public biotechnology company, since July 2015, and to RANI Therapeutics Holdings, Inc., a privately held biotechnology company, from December 2017 to December 2018. Mr. Hindman holds a B.S. in Accounting from Loyola Marymount University and a M.B.A. from Pepperdine University. He is a certified public accountant in the state of California (inactive). As a former Chief Financial Officer of a publicly traded global healthcare company with significant financial experience in the medical device industry, Mr. Hindman brings to our Board extensive experience in business development, strategy, financial planning and reporting, accounting, and public company governance.

  7. Continuing Directors—Class I and Class III Directors

    Suzanne Winter has served as our President and Chief Executive Officer since July 2022, as our President since July 2021 and as our Senior Vice President, Chief Commercial Officer from October 2019 to June 2021. Ms. Winter has also served as a member of our Board since April 2022. Prior to joining the Company, Ms. Winter was Vice President, Americas at Medtronic plc, a public medical device company, from June 2015 to October 2019, and General Manager, Detection and Guidance Solutions at General Electric Healthcare, a subsidiary of General Electric Company providing medical technology and pharmaceutical diagnostics, from March 2011 to June 2015. Prior to that, Ms. Winter had served various senior roles in worldwide sales, marketing and business development across a range of healthcare industry segments. Ms. Winter holds a B.S. with a specialization in chemistry from Saint Lawrence University and an M.B.A. from Harvard University Graduate School of Business. Ms. Winter brings to our Board industry experience with global medical device and healthcare companies. Ms. Winter’s qualifications to serve on our Board include the perspective she brings as our Chief Executive Officer, and, among other skills and qualifications, her strategic management, sales and marketing and business development skills, commercial leadership experience and executive vision. Under our Corporate Governance Guidelines, in advance of his or her nomination, each director submits a contingent, irrevocable resignation that the Board may accept if that director fails to be elected by a majority of votes cast. In that situation, our Nominating and Corporate Governance Committee would make a recommendation to the Board about whether to accept such resignation, which the Board will promptly consider. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

  8. Executive Summary

    | • | Achieved revenue of $447.6 million for fiscal year 2023, which was 97% of the pre-established target level under our cash incentive plan (the “Company Bonus Plan”) for fiscal 2023, and represents the highest annual revenue in the Company’s history; |

  9. Executive Summary

    | • | Generated orders (net of cancellations) of $304.4 million for fiscal year 2023, which was 91% of the pre-established target level under our Company Bonus Plan for fiscal 2023; and |

  10. Executive Summary

    | • | Achieved adjusted EBITDA (excluding bonus accrual) of $33.0 million for fiscal year 2023, which was 70% of the pre-established target level under our Company Bonus Plan for fiscal 2023. |

  11. Executive Summary

    | Base Salaries | • Our CEO received a base salary increase in connection with her promotion to our CEO in July 2022 and did not receive any further base salary increase in fiscal 2023 given that she already received a base salary increase. • After considering individual performance, competitive market data and retention, our other NEOs received base salary increases ranging from 2-4%. | | Cash Incentive Awards | • Under the Company Bonus Plan, orders (net of cancellations), revenue and adjusted EBITDA were the performance objectives for fiscal 2023. • Based on our performance with respect to such performance objectives, the Compensation Committee, and in the case of our CEO, the independent members of our Board, approved fiscal 2023 cash incentive award payouts to our NEOs of 55% of their target cash incentive award opportunity under our Company Bonus Plan (other than our Chief Commercial Officer, who received a contractually guaranteed annual cash incentive award pursuant to the terms of his employment agreement). • Our NEOs (other than our CEO) received cash incentive award payouts in amounts ranging from $131,350 to $257,895, and our CEO received a cash incentive award payout in the amount of $358,875. | | Annual “Refresh” Equity Awards | • Consistent with our compensation philosophy that equity awards increase our executive officers’ stake in the Company, thereby reinforcing their incentive to manage our business as owners and tying a significant portion of their target total direct compensation to our stock price performance, the Compensation Committee and, in the case of our CEO, the independent members of our Board, granted to our NEOs “refresh” equity awards. • With respect to fiscal 2023 annual “refresh” equity awards, 50% of the grant date fair value of the mix of our NEOs’, including our CEO's, fiscal 2023 annual “refresh” equity awards was in the form of a PSU award and the balance was in the form of a RSU award. Specifically, our NEOs (other than our CEO) received annual “refresh” awards consisting of a PSU award and RSU award, each in equal amounts ranging from 118,110 shares to 127,950 shares (which, in the case of the PSU awards, are at target levels of performance). Our CEO received annual “refresh” awards consisting of a PSU award for a target number of 393,700 shares of our common stock and an RSU award for 393,700 shares of our common stock. |

  12. Executive Summary

    “Pay-for-Performance” We believe that there should be a strong relationship between pay and performance, and our executive compensation program reflects this belief. In particular, cash incentive award opportunities and long-term incentive compensation in the form of equity awards represent a majority of the target total direct compensation opportunities of our executive officers, including our NEOs, as reflected in the charts below. These variable compensation elements are considered “at risk” as they are directly dependent upon the achievement of pre-established performance objectives and/or stock price performance. We structured our cash incentive award opportunities to focus on the achievement of specific short-term financial performance goals that are aligned with our business strategy and would further our longer-term growth objectives. As such, our Company Bonus Plan only funds if we achieve multiple pre-established financial performance objectives, placing our NEOs’ target cash incentive opportunities entirely at risk. For fiscal 2023, our long-term incentive compensation program was comprised of a combination of service-based RSU awards and PSU awards. The Compensation Committee continued with the strategy from fiscal 2022 of including PSU awards rather than options to purchase shares of our common stock to continue to better align executive compensation with sustained financial and operational performance. The Compensation Committee believes that this combination of awards appropriately balances the various objectives of our long-term incentive compensation program because it promotes long-term value creation critical to driving stockholder value, directly aligns executive compensation with stockholder interests through share ownership, and encourages our key executive officers to remain engaged with our organization through the vesting date of the awards, which is typically a multi-year period. The following charts illustrate the mix of the fiscal 2023 target total direct compensation opportunities for our NEOs between base salary, target cash incentive opportunities and long-term incentive compensation in the form of equity awards, which are further discussed under the heading “Compensation Elements” below. The following chart illustrates the allocation of the fiscal 2023 target and realized direct compensation for our NEOs between base salary, cash incentive award opportunities and long-term incentive compensation in the form of equity awards. A moderate portion of the “at-risk” cash compensation of our NEOs was earned in fiscal 2023 as a result of mixed results in achieving the pre-established performance objectives under the Company Bonus Plan. As a result, the Company Bonus Plan was funded at 55% of target for fiscal 2023 and each NEO received 55% of his or her target cash incentive award opportunity for fiscal 2023 (other than Mr. Chalke, who received a contractually guaranteed annual cash incentive award pursuant to the terms of his employment agreement). Target total direct compensation in the chart above includes base salary, target cash incentive award opportunities and the grant date fair value of equity awards, but excludes “other compensation” as reported in the Fiscal 2023 Summary Compensation Table under “Executive Compensation” below. Realized compensation includes base salary paid, the actual cash incentive award paid and the value of equity awards granted prior to, but vesting in, fiscal 2023. The performance stock option granted to our CEO in fiscal 2021 was earned for the performance period ending June 30, 2023 and no stock options were exercised by our executive officers in fiscal 2023.

  13. What Guides Our Program

    Consistent with this philosophy, a significant portion of our NEOs’ target total direct compensation in fiscal 2023 was comprised of variable cash incentives (that is, cash incentive award opportunities) and equity-based compensation, consisting of RSU awards and PSU awards, in order to align compensation with our business performance and the long-term interests of our stockholders. Compensation Elements The compensation of our executive officers, including our NEOs, consisted of the following elements in fiscal 2023:

  14. What Guides Our Program

    | What We Do | | What We Do Not Do | | | ✔ | “Double-Trigger” Equity Acceleration | ✘ | No “Single-Trigger” Change in Control Arrangements | | ✔ | Compensation Recovery (“Clawback”) Policy | ✘ | No Perquisites | | ✔ | Stock Ownership Requirements | ✘ | No Special Retirement Plans | | ✔ | Annual Compensation Risk Assessment | ✘ | No Option Backdating or Repricing | | ✔ | Annual Say-on-Pay Vote | ✘ | No Hedging or Pledging | | ✔ | Independent Compensation Consultant | ✘ | No Excise Tax Gross Ups | | ✔ | Independent Compensation Committee | ✘ | No Current Equity Compensation Plans with “Evergreen” Provisions | | | | ✘ | No Guaranteed Base Salary Increases | | | | ✘ | No Compensation Committee Interlock |

  15. What Guides Our Program

    | • | “Double-Trigger” Equity Acceleration. Our executive officers’ employment agreements contain “double trigger” acceleration provisions for equity awards, which requires both a change in control of the Company and an involuntary termination of employment before the vesting of outstanding and unvested equity awards is accelerated. |

  16. What Guides Our Program

    | • | Compensation Recovery (“Clawback”) Policy. Each of our Company Bonus Plan, 2007 Incentive Award Plan, and the 2016 Equity Incentive Plan include provisions allowing for potential recovery of performance-based or incentive compensation paid to our executive officers if (i) we are required to restate our financial results or materially reduce publicly disclosed backlog figures and (ii) the compensation received by our executive officers who received awards under such plans is greater than would have been paid or awarded if calculated based on the restated financial results or the materially reduced backlog figures. |

  17. What Guides Our Program

    | • | Annual Compensation Risk Assessment. The Compensation Committee directs our independent compensation consultant to conduct an annual review of our compensation policies and practices and respective risk profiles as described in “Corporate Governance and Board of Directors Matters—Compensation Risk Considerations” below. |

  18. What Guides Our Program

    | • | Independent Compensation Consultant. The Compensation Committee has engaged its own independent compensation consultant. |

  19. What Guides Our Program

    | • | No “Single-Trigger” Change in Control Arrangements. We do not provide our executive officers with single trigger change in control severance payments or benefits. |

  20. What Guides Our Program

    | • | No Current Equity Compensation Plans with “Evergreen” Provisions. Our current equity compensation plans do not contain “evergreen” provisions. |

  21. Role of Compensation Committee and the Board

    Role of Compensation Committee and the Board The Compensation Committee oversees our executive compensation philosophy and administers our executive compensation program. The Compensation Committee is responsible for reviewing the performance and approving the compensation of our executive officers, including our NEOs (other than our CEO). The independent members of our Board are responsible for reviewing the performance of our CEO and approving our CEO’s compensation. The Compensation Committee is also responsible for reviewing and recommending to our Board the compensation of our non-employee directors and establishing and regularly reviewing the compensation and benefits policies for our executive officers. For additional information on the Compensation Committee, including the scope of its authority, see “Corporate Governance and Board of Directors Matters—Compensation Committee,” below. At the beginning of each fiscal year, our Board, after consulting with management, establishes our corporate performance objectives, and the Compensation Committee, after consulting with management, reviews and approves the individual performance objectives for each executive officer (other than our CEO) and makes decisions with respect to any base salary adjustment, target cash incentive award opportunities and equity awards for our executive officers, including our NEOs (other than our CEO), for the upcoming fiscal year. The independent members of our Board, based on the recommendations of the Compensation Committee, approve the individual performance objectives for our CEO and make decisions with respect to our CEO’s base salary adjustment, target cash incentive award opportunity and equity awards. After the end of the fiscal year, the Compensation Committee assesses the performance of our executive officers, including our NEOs (other than our CEO), to determine the payouts for the cash incentive award opportunities for the previous year, and the independent members of our Board assess the performance of our CEO to determine the cash incentive award payout for our CEO in light of the previously established performance objectives.

  22. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee retained Exequity LLP, a national compensation consulting firm (“Exequity”), as its advisor to provide advice with respect to our executive and non-employee director compensation programs for fiscal 2023. Exequity advised the Compensation Committee with respect to trends in executive compensation, the development of the Compensation Peer Group (as defined below) for fiscal 2023, the determination of compensation programs, the assessment of competitive pay levels and mix (for example, the proportion of fixed pay to incentive pay and the proportion of annual cash pay to long-term incentive pay) and setting compensation levels. Exequity also consulted with the Compensation Committee to formulate, design, and recommend new programs to better align our executive officers’ performance with the interests of our stockholders. Exequity did not perform any other services for us or the Compensation Committee in fiscal 2023. Based on its review, the Compensation Committee has determined that Exequity’s services did not raise any conflict of interest and, after consideration of the factors set forth in the rules of the Securities and Exchange Commission and the Nasdaq Listing Rules, determined that Exequity was independent within the meaning of those rules and standards.

  23. Compensation Peer Group

    Compensation Peer Group For fiscal 2023, the Compensation Committee determined the compensation of our executive officers, including our NEOs, including the allocation between cash and equity compensation based on an analysis of the data reflected in the Radford April 2022 High-Tech Industry Survey covering companies within the technology, life sciences, and medical devices industries with $200 million to $500 million in annual revenue, as well as an assessment of our performance and compensation practices against a peer group of 18 medical device companies (the “Compensation Peer Group”) with whom we compete for executive talent, which are in our industry sector or which have comparable financial and organizational characteristics (collectively, the “Relevant Market Data”). The Compensation Peer Group was recommended by Exequity and submitted to the Compensation Committee for its review and approval. The Compensation Peer Group for fiscal 2023 was approved by the Compensation Committee in March 2022. The criteria used to develop the fiscal 2023 Compensation Peer Group included the following: Primary Factors:

  24. Compensation Peer Group

    | • | Similar industry (i.e., health care equipment and technology); |

  25. Compensation Peer Group

    | • | Annual total revenue of approximately 0.5 to 2.5 times our annual total revenue; |

  26. Compensation Peer Group

    | • | Market capitalization of up to approximately 0.5 to 3.0 times our market capitalization; and |

  27. Compensation Peer Group

    | • | Headquartered in the United States. |

  28. Compensation Peer Group

    The fiscal 2023 Compensation Peer Group is set forth below:

  29. Compensation Peer Group

    | AngioDynamics, Inc. | Inogen, Inc. | RadNet, Inc. | | Artivion, Inc. | Lantheus Holdings, Inc. | Surgalign Holdings, Inc. | | Avanos Medical, Inc. | Meridian Bioscience, Inc. | Tactile Systems Technology, Inc. | | Cardiovascular Systems, Inc. | Merit Medical Systems, Inc. | Tandem Diabetes Care, Inc. | | CONMED Corporation | Natus Medical Incorporated | Varex Imaging Corporation | | Cutera, Inc. | Orthofix Medical Inc. | ViewRay, Inc. |

  30. Compensation Peer Group

    The following table summarizes our relative positioning to the fiscal 2023 Compensation Peer Group when the Compensation Committee conducted its annual review of our executive compensation program during fiscal 2022.

  31. Compensation Peer Group

    | Criteria | Accuray FY 2022 | Target for Peer Group | 2023 Peer Group Median (Data as of 1/31/22) | | Revenue ($MM) | $437 | 0.5x – 2.5x | $373 | | Market Capitalization ($MM) | $338 | 0.5x – 3.0x | $808 | | Employees | 995 | 0.5x – 3.5x | 869 |

  32. Compensation Peer Group

    The Compensation Committee annually reviews the composition of the Compensation Peer Group to ensure it is the most relevant set of companies to use for comparison purposes. In evaluating the base salaries of our executive officers for fiscal 2023, establishing target cash incentive award opportunities and granting equity awards, the Compensation Committee reviewed the Relevant Market Data to inform its decisions on individual compensation elements, in particular the competitive reasonableness of such elements and to ensure that its decisions were consistent with our compensation philosophy and strategy. While the Compensation Committee considered the Relevant Market Data, it did not make its decisions solely based on targeting compensation to specific benchmarks against the Relevant Market Data. Instead, the Compensation Committee took an approach consistent with its intention to (i) set performance objectives for cash incentive compensation so that target level payouts would only be made if our executive officers and the Company performed at a superior level that would be difficult to achieve and (ii) provide our executive officers with the ability to earn above-market compensation for exceptional performance that furthered our long-term financial and strategic goals.

  33. Tally Sheets

    Tally Sheets As part of our annual executive compensation approval process, with the assistance of Exequity, the Compensation Committee reviews each executive officer’s compensation history for the past five years or, if an executive officer was hired within the past five years, since his or her date of hire, including each compensation element and how it compared to the Relevant Market Data for the most recent fiscal year. The Compensation Committee also reviews tally sheets setting forth the expected value of annual compensation and benefits for each executive officer, including our NEOs, which includes base salaries, potential cash incentive award payouts and minimum and maximum levels, long-term incentive compensation, including the mix of equity awards and the number of shares of our common stock subject to outstanding stock options, RSU awards, and PSU awards granted, including the fair value at grant, and the annualized cost of other benefits. These tally sheets also set forth the accumulated value of the compensation and benefits for each executive officer, including our NEOs, which includes the accumulated value of equity awards and the accumulated value of potential payouts under different separation from employment scenarios, including under our post-employment compensation arrangements. Reviewing tally sheets each year facilitates the Compensation Committee’s evaluation of the reasonableness of the total accumulated value of the compensation and benefits provided to each executive officer, including our NEOs. For fiscal 2023, the tally sheets served to assist the Compensation Committee and, in the case of our CEO, the independent members of our Board, in understanding the total annual compensation opportunity for each executive officer and relative compensation among our executive officers, but did not affect any specific decision relating to our executive officers’ compensation.

  34. Fiscal 2023 Company Bonus Plan Target Cash Incentive Award Opportunities

    Fiscal 2023 Company Bonus Plan Target Cash Incentive Award Opportunities

  35. Fiscal 2023 Company Bonus Plan Target Cash Incentive Award Opportunities

    | | Fiscal 2023 | | | Named Executive Officer | (%) | ($)(1) | | Suzanne Winter(2) | 100 | 652,500 | | Ali Pervaiz | 70 | 298,153 | | Sandeep Chalke | 75 | 343,861 | | Jesse Chew(3) | 70 | 284,277 | | Michael Hoge | 60 | 238,818 |

  36. Fiscal 2023 Company Bonus Plan Target Cash Incentive Award Opportunities

    | (1) Target cash incentive awards under the Company Bonus Plan for fiscal 2023 are calculated based upon each NEO’s base salary, as defined in the Company Bonus Plan. |

  37. Fiscal 2023 Company Bonus Plan Target Cash Incentive Award Opportunities

    | (2) Ms. Winter was appointed CEO effective July 1, 2022, and in connection with such promotion, her target cash incentive award opportunity for fiscal 2023 was increased from 90% to 100% of her base salary. |

  38. Fiscal 2023 Company Bonus Plan Target Cash Incentive Award Opportunities

    | (3) Mr. Chew was promoted to Senior Vice President, Chief Legal Officer effective April 1, 2023, and in connection with such promotion, his target cash incentive award opportunity was increased from 60% to 70% of his base salary. The target cash incentive award opportunity was pro-rated by the target cash incentive award opportunity in effect both prior to and after his promotion. |

  39. Fiscal 2023 Company Bonus Plan Performance Objectives

    Fiscal 2023 Company Bonus Plan Performance Objectives All employees, including our NEOs, are eligible to participate in the Company Bonus Plan, which was adopted by the Compensation Committee. For fiscal 2023, our cash incentive awards were designed to reward our executive officers, including our NEOs, based on our financial performance. In establishing the fiscal 2023 cash incentive award program for our executive officers, including our NEOs, the Compensation Committee determined that their award opportunities should be directly linked to achieving multiple corporate financial performance objectives that were considered key drivers of the Company’s long-term strategy and stockholder value creation. The bonus pool under the Company Bonus Plan would fund only if the corporate financial performance objectives established by our Board or the Compensation Committee were achieved at pre-established threshold levels as of June 30, 2023. Accordingly, if the bonus pool did not fund, no executive officer would be entitled to any cash incentive award payout under the Company Bonus Plan, regardless of his or her individual performance. To the extent that the bonus pool was funded, the Company Bonus Plan entitled each executive officer to an actual cash incentive award payout as determined by the formula below, provided that the Compensation Committee or our Board could exercise positive or negative discretion to increase or reduce the overall funding percentage and/or to increase or reduce any individual award payout, including for individual performance in accordance with the terms of the Company Bonus Plan. For fiscal 2023, the Compensation Committee established three corporate financial performance objectives: orders (net of cancellations), revenue, and adjusted EBITDA for purposes of the Company Bonus Plan. These performance objectives were applied in the same manner to all of our executive officers, including our NEOs. The Compensation Committee established target levels and minimum funding thresholds with respect to each performance objective, thereby requiring that we achieve the minimum threshold set for each objective in order for any funding to occur with respect to that measure. The performance objectives and their relative weightings, target levels and minimum funding thresholds for fiscal 2023, as well as the actual performance attained, were as follows:

  40. Fiscal 2023 Company Bonus Plan Performance Objectives

    | Performance Objective | Weighting | Target | Threshold | Maximum | Actual Results | % Plan Attained | %Weighted Funding | | Orders (net of cancellations) | 30% | $335.0 million | $301.5 million | $368.5 million | $304.4 million | 91 | 16 | | Revenue | 50% | $460.1 million | $432.5 million | $506.1 million | $447.6 million | 97 | 39 | | Adjusted EBITDA | 20% | $47.3 million | $38.9 million | $56.7 million | $33.0 million | 70 | 0 |

  41. Fiscal 2023 Company Bonus Plan Performance Objectives

    The revenue objective was calculated on a GAAP basis, consistent with the GAAP financial measures reported in our quarterly earnings releases. For purposes of the Company Bonus Plan, “orders (net of cancellations),” a non-GAAP financial measure, was calculated by subtracting cancellations from backlog from orders entered into backlog, in each case during the performance period, and “adjusted EBITDA,” a non-GAAP financial measure, was calculated by excluding any bonus accrual amounts. The Compensation Committee could, in its discretion, approve exclusions in the nature of one-time occurrences, extraordinary items or events outside management’s control. With respect to each performance objective, the Compensation Committee assessed whether and to what extent that such performance was met. The funding with respect to each performance objective was based on a funding slope in a straight line from 50% at the minimum threshold level to 100% at the target level, with the maximum funding opportunity set at 150%. Based on our actual corporate performance results, the funding methodology resulted in funding of the bonus pool at 55% of the target level for fiscal 2023. Our Board and our Compensation Committee declined to exercise any discretion to adjust the achievement of the performance metrics under the Company Bonus Plan despite the effects that certain global macroeconomic factors, including inflation and currency fluctuations, were having on the Company’s performance. Accordingly, based on these performance levels, the cash incentive award opportunities and payouts made to our NEOs for fiscal 2023 were as follows:

  42. Fiscal 2023 Company Bonus Plan Payouts

    Fiscal 2023 Company Bonus Plan Payouts

  43. Fiscal 2023 Company Bonus Plan Payouts

    | | Target Cash Incentive Award Opportunity | | Fiscal 2023 Payout ($)(1) | | Named Executive Officer | (%) | ($) | | | Suzanne Winter | 100 | 652,500 | 358,875 | | Ali Pervaiz | 70 | 298,153 | 163,984 | | Sandeep Chalke | 75 | 343,861 | 257,895(2) | | Jesse Chew | 70 | 284,277 | 156,352 | | Michael Hoge | 60 | 238,818 | 131,350 |

  44. Fiscal 2023 Company Bonus Plan Payouts

    | (1) Other than Mr. Chalke whose annual cash incentive award was guaranteed pursuant to his employment agreement, the payout for each NEO was derived by multiplying (x) the approximate 55% funding level by (y) each NEO’s annualized gross cash wages (base salary) earned by such NEO during the fiscal year as calculated in accordance with the Company Bonus Plan, by (z) the NEO’s target cash incentive award opportunity (as a percentage of base salary). |

  45. Fiscal 2023 Company Bonus Plan Payouts

    | (2) Mr. Chalke was guaranteed a cash incentive award opportunity of at least 56.25% of base salary (as defined in the Company Bonus Plan) pursuant to his employment agreement with the Company. The amount shown here represents such guaranteed cash incentive award amount. |

  46. Fiscal 2023 Company Bonus Plan Payouts

    The cash incentive award payouts for fiscal 2023 are reported in the Fiscal 2023 Summary Compensation Table under “Executive Compensation” below. Long-Term Incentive Compensation We believe that long-term incentive compensation in the form of equity awards provide a strong alignment between the interests of our stockholders and our executive officers, including our NEOs, and serve as an important retention tool, especially given the highly competitive environment in which we compete to attract and retain talent. Accordingly, the Compensation Committee seeks to motivate and retain our executive officers through the use of equity awards consistent with the reasonable management of our overall equity compensation expense and stockholder dilution. The Compensation Committee and, in the case of our CEO, the independent members of our Board, grants equity awards to our executive officers, including our NEOs, at the beginning of each fiscal year, as a reward for past corporate and individual performance, as an incentive for future performance, and to satisfy our retention objectives. In the past, our executive officers have been granted service-based RSU awards, performance-based equity in the form of PSU awards, market-based performance unit (“MSU”) awards, and options to purchase shares of our common stock, all of which, to the extent they remain outstanding, continue to provide incentive to our executive officers to drive stockholder value over the relevant vesting or performance period, as applicable. Historically, the size of an executive officer’s equity award is determined by the Compensation Committee and, in the case of our CEO, the independent members of our Board, after considering his or her performance against his or her individual goals and objectives over the last fiscal year as evaluated by our CEO (or, in the case of our CEO, as evaluated by the independent members of our Board), an evaluation of his or her target total direct compensation, an evaluation of his or her accumulated equity holdings, the critical nature of his or her position relative to our success, our retention needs, the Relevant Market Data, internal parity, role hierarchy and such other factors as the Compensation Committee or the independent members of our Board, as applicable, determines relevant.

  47. Fiscal 2023 Annual “Refresh” Equity Awards

    Fiscal 2023 Annual “Refresh” Equity Awards For fiscal 2023, given the continued desire to (i) drive alignment between executive interests and the interests of our stockholders, (ii) properly incentivize our executive officers to effectively execute our growth strategy, and (iii) more closely tie pay and performance, the Compensation Committee, and in the case of our CEO, the independent members of our Board, granted equity awards under our long-term incentive compensation program in November 2022 to our executive officers (including our NEOs) with an equal mix of 50% PSU awards and 50% RSU awards. With respect to the PSU awards granted to these NEOs, such awards will vest upon the achievement of one or more of the performance goals, subject to the individual continuing to be a service provider through such date. The three-year performance goals measured at the end of fiscal 2025 require the Company to achieve (i) total revenue, which is weighted at 75%, and (ii) EBITDA margin, which is weighted at 25%, at certain rigorous, pre-determined threshold, target or maximum levels. If such performance goals meet or exceed the pre-determined threshold, target or maximum levels, the target number of shares subject to the PSU award would vest based on a straight line slope from 50% of the target shares at the minimum threshold level to 100% of the target shares at the target level, with a maximum of 150% of the target shares vesting at the maximum achievement level, all upon certification of such achievement by the Compensation Committee. For purposes of determining whether the performance goals are achieved, total revenue will be calculated based on GAAP numbers and EBITDA margin will be calculated by the Company in its reasonable discretion. The Compensation Committee believes this mix of PSU and RSU awards was appropriate for these NEOs because it provides a balance between a meaningful incentive (given that PSU awards only provide value to the recipient in the event that certain long-term performance objectives are met) and retention (given that RSU awards only vest and become payable based upon continued service over time). Service-based RSU awards offer more certainty in value delivery thereby driving executive retention while also providing incentive to build sustainable long-term value in the form of stock appreciation for the benefit of our stockholders. In addition, the Compensation Committee believes that the use of PSUs rather than options establishes a stronger connection between the compensation of these NEOs and the achievement of performance goals that are important for long-term stockholder value creation as well as company growth. For fiscal 2023, after assessing their individual performance, our CEO recommended equity award amounts to the Compensation Committee for each of our executive officers, including each of these other NEOs, other than herself. The Compensation Committee reviewed our CEO’s recommendations and, after assessing each of the factors described above, determined the equity awards to be granted for each executive officer as set forth below. For our CEO, the independent members of our Board assessed her individual performance and the factors described above to determine the equity awards to be granted to her and granted her an RSU award and a PSU award as set forth below. Consistent with the Compensation Committee’s and our Board’s intent to align executive interests with those of our stockholders:

  48. Fiscal 2023 Annual “Refresh” Equity Awards

    | • | Our Board and our Compensation Committee declined to exercise any discretion to adjust any of the performance goals related to any outstanding PSU awards despite the effects that certain global macroeconomic factors, including the COVID-19 pandemic, were having on the Company’s performance; and |

  49. Fiscal 2023 Annual “Refresh” Equity Awards

    | • | No shares of our common stock were earned or issued with respect to the PSU awards granted to our NEOs, including our CEO, in fiscal 2023 given that the duration of the performance period with respect to such awards continues through the end of fiscal 2024 and fiscal 2025. |

  50. Fiscal 2023 Annual “Refresh” Equity Awards

    In fiscal 2023, the Compensation Committee (or, in the case of our CEO, the independent members of our Board) granted each NEO equity awards in the following amounts (no stock options were granted in fiscal 2023):

  51. Fiscal 2023 Annual “Refresh” Equity Awards

    | Name | Grant Date | RSUs (#)(1) | PSU(#)(2) | | Suzanne Winter | 11/30/2022 | 393,700 | 393,700 | | Ali Pervaiz | 11/30/2022 | 118,110 | 118,110 | | Sandeep Chalke | 11/30/2022 | 127,950 | 127,950 | | Jesse Chew | 11/30/2022 | 118,110 | 118,110 | | Michael Hoge | 11/30/2022 | 118,110 | 118,110 |

  52. Fiscal 2023 Annual “Refresh” Equity Awards

    | (1) Except as otherwise noted below, each RSU award vests over a three year period with 33 1/3% of the RSUs subject to the award vesting on the first anniversary of the grant date and an additional 33 1/3% of the RSUs subject to the award vesting on each of the second and third anniversaries of the grant date, subject to the applicable NEO’s continued service with the Company. |

  53. Fiscal 2023 Annual “Refresh” Equity Awards

    | (2) The numbers listed in this column reflect the target number of shares covered by each NEO’s PSU award. Upon certification of the Compensation Committee of the achievement of the applicable performance goals within sixty (60) days following completion of the 3-year performance period that ends on the last day of fiscal 2025, the PSU award would vest based on a straight line slope from 50% of the target number of shares at the minimum threshold level to 100% of the target number of shares at the target level, with a maximum of 150% of the target number of shares vesting at the maximum achievement level. |

  54. Fiscal 2023 Annual “Refresh” Equity Awards

    The equity awards granted to our NEOs in fiscal 2023 are reported in the Fiscal 2023 Summary Compensation Table under “Executive Compensation” below. Additional information about these awards, including the number of shares of our common stock subject to each award and the award’s grant date fair value and applicable vesting schedules, is reported in the Grants of Plan-Based Awards For Fiscal 2023 Table under “Executive Compensation” below.

  55. Previously Granted Performance Option

    Previously Granted Performance Option On June 30, 2021, Ms. Winter was granted a performance stock option to purchase 200,160 shares of our common stock with an exercise price of $4.52 (the “Performance Option”) in connection with her promotion to President, which was effective July 1, 2021. The Performance Option vests over a three-year period beginning July 1, 2021 (the “Winter Performance Period”), subject to achievement of rigorous revenue-based vesting conditions and Ms. Winter’s continued employment by the Company through each vesting date. The shares subject to the Performance Option are divided into three equal tranches (each, a “Grant Tranche”), one for each fiscal year during the Winter Performance Period. Each Grant Tranche will vest if our total revenue at the end of the applicable fiscal year to which such Grant Tranche relates is at least 5% more than our total revenue from the immediately preceding fiscal year (each, an “Annual Revenue Target”). Furthermore, if the Annual Revenue Target for a particular fiscal year within the Winter Performance Period is not achieved and the shares subject to the applicable Grant Tranche does not vest, the Performance Option allows for the vesting of such shares in a subsequent fiscal year within the Winter Performance Period if the Company sufficiently overachieves Annual Revenue Targets during the remainder of the Winter Performance Period to make up for any prior shortfall. Such Annual Revenue Targets directly link Ms. Winter’s pay to our performance and is designed to be achievable yet challenging and to only reward Ms. Winter for overperformance relative to our recent company performance. The Compensation Committee determined that the Annual Revenue Target was met for fiscal 2023, and as a result 66,720 shares covered by the second Grant Tranche vested on September 13, 2023. Sign-on Bonus In November 2022, Mr. Chalke received a payment of $92,500 as the second installment of his sign-on bonus under the employment agreement he signed when he joined the Company in fiscal 2022.

  56. Other Compensation Practices and Policies that Align Our NEOs to our Stockholders

    Our executive officers and non-employee directors have five years from the date of election or appointment to attain such ownership levels. We expect each executive officer and non-employee director to retain at least 25% of the net shares of our common stock he or she receives pursuant to all equity awards granted by us (excluding shares sold to cover (i) the exercise price of any stock options and/or (ii) associated withholding and other taxes), until the foregoing ownership levels are achieved. As of the last day of fiscal 2023, all of our NEOs and all of our non-employee directors were in compliance with such stock ownership requirements or were on track to be in compliance within the appropriate timeframe. Compensation Recovery (“Clawback”) Policy The Company Bonus Plan, 2007 Incentive Award Plan, and the 2016 Equity Incentive Plan each include a compensation recovery (“clawback”) provision, which provides that, in the event we are required to restate our financial results or materially reduce publicly disclosed backlog figures, our Board will review the conduct of our executive officers in relation to the restatement. If it determines that an executive officer has engaged in misconduct, or otherwise violated our Code of Conduct and Ethics, and that such misconduct or violation contributed to the restatement or to the improper inclusion of a proposed system sale in publicly disclosed backlog, then our Board may, in its discretion, take appropriate action to remedy the misconduct or violation, including, without limitation, seeking reimbursement of any portion of any performance-based or incentive compensation paid or awarded to the executive officer that is greater than what would have been paid or awarded if calculated based on the restated financial results or materially reduced backlog figures, to the extent not prohibited by governing law. These provisions will be updated and revised consistent with any changes in applicable laws, including the adoption of rules implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Insider Trading, Anti-Hedging and Pledging Policy We maintain an insider trading policy that prohibits trading in shares of our common stock while in possession of material, non-public information, unless trading is in connection with a previously established Exchange Act Rule 10b5-1 plan, or if sold automatically by us on the date of vesting to cover and pay the withholding tax requirements in accordance with Company policy. In addition, our insider trading policy prohibits all of our employees, including our executive officers, consultants and the non-employee members of our Board from engaging any speculative transactions in our securities, including purchasing on margin, holding Company securities in margin accounts, purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), engaging in short sales, engaging in transactions in put options, call options or other derivative securities, or engaging in any other forms of hedging transactions. Our employees, including our executive officers, consultants and the non-employee members of our Board are also prohibited from pledging or using our securities as collateral for loans. Equity Award Grant Practices Historically, the Compensation Committee has granted stock options, RSU awards and/or performance-based equity awards (PSU awards or MSU awards) to our employees, including our executive officers, when they first join us. Typically, new hire stock options, RSU awards and performance-based equity awards are granted at the first meeting of the Compensation Committee in the month following an employee’s first day of employment. Follow-on awards are considered as part of our fiscal review process. We do not seek to time the grant of stock options, RSU awards or performance-based equity awards to take advantage of information, either positive or negative, about the Company that has not been publicly disclosed. We grant stock options with an exercise price that is equal to the fair market value of a share of our common stock on the date of grant. We do not have a policy of granting stock options with an exercise price that is less than the fair market value of our common stock. The exercise price for our stock options is based on the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the date of grant. Other Benefits

  57. Health, Welfare, and Other Employee Benefits (including Perquisites)

    Health, Welfare, and Other Employee Benefits (including Perquisites) We provide health and welfare benefits to our executive officers, including our NEOs, on the same terms and conditions as all of our full-time, salaried employees. These benefits include group medical, life and disability insurance. In circumstances where we are recruiting a candidate who would have to move to accept our job offer, we may agree to reimburse certain of such employee’s relocation expenses. Generally, we do not provide perquisites or other personal benefits to our executive officers, including our NEOs. To the extent that any NEO was granted a perquisite or other personal benefit that is subject to disclosure, such perquisite or other personal benefit has been reported in the Fiscal 2023 Summary Compensation Table below. Employment, Change in Control and Severance Arrangements Effective January 1, 2023, we entered into amended and restated employment agreements with each of our then-current executive officers, including Messrs. Pervaiz, Chalke, Chew and Hoge as well as Ms. Winter, to document the material terms and conditions of each executive officer’s employment, including his or her annual base salary and target cash incentive award opportunity. Each executive officer’s employment agreement has a three-year term (with automatic successive three-year term renewal unless we or the executive officer provides timely notice of non-renewal) and specifies the payments and benefits that each executive officer will receive upon a potential termination of his or her employment under certain circumstances, including in connection with a change in control of the Company. The employment agreements with our executive officers also protect our interests in the event of a termination of employment by stipulating the rights and responsibilities of the parties and prohibiting these individuals from engaging in certain specific activities harmful to us, including disclosing our confidential information, soliciting our employees and engaging in certain competitive business activities. These post-employment compensation arrangements were provided for the following reasons:

  58. Health, Welfare, and Other Employee Benefits (including Perquisites)

    | • | Assist us in retaining talented executives in a competitive market; |

  59. Health, Welfare, and Other Employee Benefits (including Perquisites)

    | • | Avoid the need for, and costs associated with, individually negotiating severance payments and benefits with our executive officers at the time of termination of employment; and |

  60. Health, Welfare, and Other Employee Benefits (including Perquisites)

    The Compensation Committee believes that these agreements serve several other important objectives. First, they provide a desired level of transparency, both within and outside the Company. They also assure our executive officers that their severance payments and benefits are based on a consistent framework that differentiates the level of payments and benefits between individuals based on their position and level of responsibility. In addition, this approach is easier for us to administer. Generally, our executive officers, including our NEOs, are eligible for severance payments and benefits in the event of the termination of their employment by us without “cause” or by the executive officer for “good reason,” in each case, provided that the executive officer executes a general release of claims in favor of the Company. In addition, our executive officers, including our NEOs, are eligible for certain enhanced severance payments and benefits in the event such termination of employment without cause or resignation for good reason occurs within three months prior to or 24 months following a change in control of the Company (i.e., a “double-trigger” arrangement). Further, our executive officers, including our NEOs, are not entitled to a “gross-up” payment for excise taxes in connection with a change in control of the Company. We believe that the agreements offer payments and benefits that are generally comparable to the payments and benefits of similarly situated executives at the companies in our compensation peer group. For additional information, see “—Executive Compensation—Potential Payments and Benefits Upon Termination or Change in Control” below.

  61. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m)—Deductibility of Executive Compensation Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer, chief financial officer and certain other highly compensated current and former executive officers. For tax years beginning before January 1, 2018, remuneration in excess of $1 million was exempt from this limit and, therefore, could be deducted if it qualified as “performance-based compensation” within the meaning of Section 162(m). The exception from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 that has not been subsequently materially modified. The Compensation Committee seeks to operate our executive compensation program to maximize the deductibility of the remuneration paid to our NEOs to the extent that it believes that doing so is in our best interests. Consequently, in determining which compensation elements are to be paid to our executive officers, and how they are weighted, the Compensation Committee takes into account whether a particular form of compensation will be deductible under Section 162(m), but retains discretion to award compensation that is not deductible under Section 162(m) if it believes that doing so is in the best interests of the Company and our stockholders. While we cannot predict how the $1 million deduction limit may impact our executive compensation program in future years, the Compensation Committee intends to maintain an approach to executive compensation that strongly links pay to performance. However, the Compensation Committee may, in its judgment, authorize and pay compensation that is not fully tax deductible when it believes that such compensation is in the best interests of the Company and our stockholders. Accounting for Stock-Based Compensation We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSU awards and performance-based equity awards (PSUs and MSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. For performance unit awards, stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against their pre-established performance objectives.

  62. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table sets forth the compensation for each of fiscal years 2023, 2022 and 2021 paid to and earned by the following persons, who we refer to as our Named Executive Officers or (“NEOs”):

  63. Fiscal 2023 Summary Compensation Table

    | • | our principal executive officer; |

  64. Fiscal 2023 Summary Compensation Table

    | • | our principal financial officer; and |

  65. Fiscal 2023 Summary Compensation Table

    | • | our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal 2023. |

  66. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Suzanne Winter, President and Chief Executive Officer | 2023 | 652,500 | — | 1,614,170 | — | 358,875 | 10,144 | 2,635,689 | | | 2022 | 543,192 | — | 1,249,998 | 250,440 | 391,098 | 6,716 | 2,441,444 | | | 2021 | 417,462 | — | 324,996 | 824,835 | 397,505 | 6,684 | 1,971,481 | | Ali Pervaiz, Senior Vice President, Chief Financial Officer(5) | 2023 | 425,934 | — | 484,251 | — | 163,984 | 11,201 | 1,085,370 | | | 2022 | 312,962 | — | 439,694 | 49,809 | 115,088 | 6,727 | 924,280 | | Sandeep Chalke, Senior Vice President, Chief Commercial Officer(6) | 2023 | 458,481 | 350,395(7) | 524,595 | — | — | 17,301 | 1,350,773 | | Jesse Chew, Senior Vice President, Chief Legal Officer and Corporate Secretary | 2023 | 454,892 | — | 484,251 | — | 156,352 | 9,955 | 1,105,450 | | | 2022 | 429,965 | — | 599,997 | — | 206,383 | 9,105 | 1,245,449 | | | 2021 | 365,325 | — | 224,999 | 224,913 | 249,554 | 6,239 | 1,071,031 | | Michael Hoge, Senior Vice President, Global Operations(8) | 2023 | 398,031 | — | 484,251 | — | 131,350 | 10,734 | 1,024,366 | | | 2022 | 378,558 | — | 599,997 | — | 181,708 | 9,525 | 1,169,788 |

  67. Fiscal 2023 Summary Compensation Table

    | (1) The amounts reported in this column represent the base salary amounts actually paid to each NEO for each respective fiscal year. |

  68. Fiscal 2023 Summary Compensation Table

    | (2) The amounts reported in these columns represent the aggregate grant date fair value of stock options and stock awards granted in each respective fiscal year as determined in accordance with FASB ASC Topic 718. These amounts may not actually reflect the actual value that will be realized by our NEOs. The assumptions used to calculate the value of stock awards and stock options are set forth under Note 1 and Note 10 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 7, 2023. |

  69. Fiscal 2023 Summary Compensation Table

    For fiscal years 2023 and 2022, the amounts shown in the “Stock Awards column” include the grant date fair values of the PSUs granted in those fiscal years based upon the probable outcome of the applicable performance conditions, which were as follows: (i) in Ms. Winter’s case, $807,085 for the PSUs granted in fiscal 2023 and $499,999 for the PSUs granted in fiscal 2022, (ii) in Mr. Pervaiz’s case, $242,126 for the PSUs granted in fiscal 2023, (iii) in Mr. Chalke’s case, $262,298 for the PSUs granted in fiscal 2023, (iv) in Mr. Chew’s case, $242,126 for the PSUs granted in fiscal 2023 and $299,999 for the PSUs granted in fiscal 2022, and (v) in Mr. Hoge’s case, $242,126 for the PSUs granted in fiscal 2023 and $299,999 for the PSUs granted in fiscal 2022. Messrs. Pervaiz and Chalke did not receive any PSUs in fiscal 2022. Assuming the highest levels of performance are achieved, the values of the PSUs, based on the closing price for our common stock on the Nasdaq Global Select Market on the grant date of the PSUs were as follows: (i) in Ms. Winter’s case, $1,210,628 for the PSUs granted in fiscal 2023 and $749,998 for the PSUs granted in fiscal 2022, (ii) in Mr. Pervaiz’s case, $363,188 for the PSUs granted in fiscal 2023, (iii) in Mr. Chalke’s case, $393,446 for the PSUs granted in fiscal 2023, (iv) in Mr. Chew’s case, $363,188 for the PSUs granted in fiscal 2023 and $449,998 for the PSUs granted in fiscal 2022, and (v) in Mr. Hoge’s case, $363,188 for the PSUs granted in fiscal 2023 and $449,998 for the PSUs granted in fiscal 2022. The actual value, if any, that an NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award and there is no assurance that the value, if any, eventually realized by the NEO will correspond to the actual amount reported.

  70. Fiscal 2023 Summary Compensation Table

    | (3) The amounts reported in this column represent the cash incentive awards earned under our Company Bonus Plan for each fiscal year. Amounts earned in any fiscal year were paid in the following fiscal year other than cash incentive awards earned in the first performance period under the Company Bonus Plan for fiscal 2021, which were paid during fiscal 2021. |

  71. Fiscal 2023 Summary Compensation Table

    | (4) The amounts reported in the “All Other Compensation” column for fiscal 2023 consist of the following: |

  72. Fiscal 2023 Summary Compensation Table

    | Name | Company Matching Contribution to Section 401(k) Plan ($) | Life Insurance Premiums Paid by the Company ($) | Company Contribution to Health Savings Account ($) | | Suzanne Winter | 9,544 | 600 | — | | Ali Pervaiz | 9,752 | 449 | 1,000 | | Sandeep Chalke | 16,035 | 546 | 720 | | Jesse Chew | 9,414 | 541 | — | | Michael Hoge | 9,381 | 473 | 880 |

  73. Fiscal 2023 Summary Compensation Table

    | (5) Mr. Pervaiz was not a Named Executive Officer in fiscal 2021. |

  74. Fiscal 2023 Summary Compensation Table

    | (6) Mr. Chalke joined the Company on May 16, 2022 and was not a Named Executive Officer in fiscal 2021 or 2022. |

  75. Fiscal 2023 Summary Compensation Table

    | (7) Represents (i) the sign-on bonus in the amount of $92,500 paid to Mr. Chalke pursuant to his employment agreement with the Company, which was paid in fiscal 2023, and (ii) the fiscal 2023 cash incentive award in the amount of $257,895, which was guaranteed to Mr. Chalke pursuant to his employment agreement with the Company. |

  76. Fiscal 2023 Summary Compensation Table

    | (8) Mr. Hoge was not a Named Executive Officer in fiscal 2021. |

  77. Grants of Plan-Based Awards for Fiscal 2023 Table

    Grants of Plan-Based Awards for Fiscal 2023 Table The following table sets forth information regarding awards granted under the Company Bonus Plan and equity awards granted under our 2016 Equity Incentive Plan or other stand-alone plan/agreement to each of our NEOs during the fiscal year ended June 30, 2023.

  78. Grants of Plan-Based Awards for Fiscal 2023 Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(5) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(6) | All Other Option Awards: Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Date | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Suzanne Winter | 11/30/22 | — | — | — | 196,850 | 393,700 | 590,550 | — | — | — | 807,085 | | | 11/30/22 | — | — | — | — | — | — | 393,700 | — | — | 807,085 | | | | 326,250 | 652,500 | 978,750 | — | — | — | — | — | — | — | | Ali Pervaiz | 11/30/22 | — | — | — | 59,055 | 118,110 | 177,165 | — | — | — | 242,126 | | | 11/30/22 | — | — | — | — | — | — | 118,110 | — | — | 242,126 | | | | 149,077 | 298,154 | 447,230 | — | — | — | — | — | — | — | | Sandeep Chalke | 11/30/22 | — | — | — | 63,975 | 127,950 | 191,925 | — | — | — | 262,298 | | | 11/30/22 | — | — | — | — | — | — | 127,950 | — | — | 262,298 | | | | 257,895 | 343,861 | 515,791 | — | — | — | — | — | — | — | | Jesse Chew | 11/30/22 | — | — | — | 59,055 | 118,110 | 177,165 | — | — | — | 242,126 | | | 11/30/22 | — | — | — | — | — | — | 118,110 | — | — | 242,126 | | | | 142,138 | 284,277 | 426,415 | — | — | — | — | — | — | — | | Michael Hoge | 11/30/22 | — | — | — | 59,055 | 118,110 | 177,165 | — | — | — | 242,126 | | | 11/30/22 | — | — | — | — | — | — | 118,110 | — | — | 242,126 | | | | 119,409 | 238,818 | 358,228 | — | — | — | — | — | — | — |

  79. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (1) The Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns refer to the potential payouts under the Company Bonus Plan. |

  80. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (2) Other than with respect to Mr. Chalke, who was guaranteed a minimum cash bonus pursuant to his employment agreement, the amounts reported in this column represent the threshold award opportunities that would have been payable to our NEOs for fiscal 2023 under the Company Bonus Plan, respectively, assuming that exactly the minimum threshold amount for each of the financial performance objectives under the Company Bonus Plan was achieved, resulting in 50% funding of the Company Bonus Plan pool. The potential payments were, however, performance based and therefore entirely at risk, such that if we had not met the minimum thresholds, the Company Bonus Plan pool would not have funded at all, and none of our NEOs would have been entitled to any cash incentive award. The amount for Mr. Chalke represents the minimum cash bonus guaranteed pursuant to his employment agreement. |

  81. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (3) The amounts reported in this column represent the target award opportunities that would have been payable to our NEOs for fiscal 2023 under the Company Bonus Plan, assuming that the target amount for each of the financial performance objectives under the Company Bonus Plan was achieved, resulting in 100% funding of the Company Bonus Plan pool. |

  82. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (4) The amounts reported in this column represent the maximum award opportunities that would have been payable to our NEOs for fiscal 2023 under the Company Bonus Plan, assuming that the target amount for each of the financial performance objectives under the Company Bonus Plan was exceeded. These maximum amounts were calculated at 150% of the target amount. |

  83. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (5) Represents the PSU award granted to our NEOs in fiscal 2023. Upon certification of the Compensation Committee of the achievement of the applicable performance goals within 60 days following completion of the 3-year performance period that ends on the last day of fiscal 2025, the PSU award will vest based on a straight-line slope from 50% of the target shares at the minimum threshold level to 100% of the target shares at the target level, with a maximum of 150% of the target shares vesting at the maximum achievement level. |

  84. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (6) The amounts reported in this column represent RSUs subject to an RSU award that will vest over a three year period with 33 1/3% of the RSUs subject to the award vesting on the first anniversary of the vesting commencement date and the remaining RSUs vesting as to 33 1/3% of the award on the second anniversary of the vesting commencement date and 33 1/3% of the award on the third anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities exchanges are not open for trading, such vesting date shall be delayed until the next trading date. |

  85. Grants of Plan-Based Awards for Fiscal 2023 Table

    | (7) The amounts reported in this column represent the grant date fair value of each award, as determined in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of stock awards and stock options are set forth under Note 1 and Note 10 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 7, 2023. |

  86. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    Outstanding Equity Awards at Fiscal 2023 Year-End Table The following table sets forth the outstanding and exercisable and unexercisable stock options and other unvested stock awards held by our NEOs as of June 30, 2023. The market value for the stock awards was calculated by multiplying the number of shares of our common stock subject to each award by the closing market price per share of our common stock on June 30, 2023, the last trading day of the fiscal year.

  87. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(3) | | Suzanne Winter | 10/31/19 | 252,083 | 22,917 | — | 2.60 | 10/31/29 | — | — | — | — | | | 11/30/20 | 88,563 | 48,567 | — | 4.46 | 11/30/30 | — | — | — | — | | | 6/30/21 | 66,720 | 66,720 | 66,720(5) | 4.52 | 6/30/31 | — | — | — | — | | | 6/30/22 | 50,000 | 150,000 | — | 1.96 | 6/30/32 | — | — | — | — | | | 10/31/19 | — | — | — | — | — | 93,750(6) | 362,813 | — | — | | | 11/30/20 | — | — | — | — | — | 24,290 | 94,002 | — | — | | | 9/30/21 | — | — | — | — | — | 84,388 | 326,582 | — | — | | | 6/30/22 | — | — | — | — | — | 85,034 | 329,082 | — | — | | | 11/30/22 | — | — | — | — | — | 393,700 | 1,523,619 | — | — | | | 9/30/21 | — | — | — | — | — | — | — | 63,291(7) | 244,936 | | | 11/30/22 | — | — | — | — | — | — | — | 393,700(8) | 1,523,619 | | Ali Pervaiz | 5/31/22 | 10,748 | 28,934 | — | 2.08 | 5/31/32 | — | — | — | — | | | 8/31/20 | — | — | — | — | — | 50,428(6) | 195,156 | — | — | | | 10/29/21 | — | — | — | — | — | 20,040 | 77,555 | — | — | | | 12/31/21 | — | — | — | — | — | 12,578 | 48,677 | — | — | | | 5/31/22 | — | — | — | — | — | 16,025 | 62,017 | — | — | | | 11/30/22 | — | — | — | — | — | 118,110 | 457,086 | — | — | | | 11/30/22 | — | — | — | — | — | — | — | 118,110(8) | 457,086 | | Sandeep Chalke | 5/31/22 | 139,716 | 376,157 | — | 2.08 | 5/31/32 | — | — | — | — | | | 5/31/22 | — | — | — | — | — | 234,375(6) | 907,031 | — | — | | | 11/30/22 | — | — | — | — | — | 127,950 | 495,167 | — | — | | | 11/30/22 | — | — | — | — | — | — | — | 127,950(8) | 495,167 | | Jesse Chew | 11/30/18 | 215,000 | — | — | 4.10 | 11/30/28 | — | — | — | — | | | 10/31/19 | 112,163 | 10,197 | — | 2.60 | 10/31/29 | — | — | — | — | | | 11/30/20 | 61,313 | 33,623 | — | 4.46 | 11/30/30 | — | — | — | — | | | 11/30/20 | — | — | — | — | — | 16,816 | 65,078 | — | — | | | 9/30/21 | — | — | — | — | — | 50,623 | 195,946 | — | — | | | 11/30/22 | — | — | — | — | — | 118,110 | 457,086 | — | — | | | 9/30/21 | — | — | — | — | — | — | — | 37,975(7) | 146,961 | | | 11/30/22 | — | — | — | — | — | — | — | 118,110(8) | 457,086 |

  88. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(3) | | Michael Hoge | 2/28/20 | 231,088 | 46,217 | — | 2.97 | 2/28/30 | — | — | — | — | | | 11/30/20 | 61,313 | 33,623 | — | 4.46 | 11/30/30 | — | — | — | — | | | 2/28/20 | — | — | — | — | — | 31,618(6) | 122,362 | — | — | | | 11/30/20 | — | — | — | — | — | 16,816 | 65,078 | — | — | | | 9/30/21 | — | — | — | — | — | 50,632 | 195,946 | — | — | | | 11/30/22 | — | — | — | — | — | 118,110 | 457,086 | — | — | | | 9/30/21 | — | — | — | — | — | — | — | 37,975(7) | 146,961 | | | 11/30/22 | — | — | — | — | — | — | — | 118,110(8) | 457,086 |

  89. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (1) Unless otherwise described in the footnotes below, the shares of our common stock subject to stock options will vest over a four-year period, with 25% of the shares to vest upon completion of one year of service measured from the vesting commencement date, and the balance to vest in 36 successive equal monthly installments upon the completion of each additional month of service thereafter; provided, however, if a vesting date falls on a day upon which the U.S. national securities exchanges are not open for trading, such vesting date shall be delayed until the next trading date. |

  90. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (2) Unless otherwise described in the footnotes below, 33 1/3% of the RSUs subject to the award will vest on the first anniversary of the vesting commencement date and the remaining RSUs vest as to 33 1/3% of the RSUs subject to the award on the second and third anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities exchanges are not open for trading, such vesting date shall be delayed until the next trading date. |

  91. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (3) Market value of shares or units of common stock that have not vested is computed by multiplying (i) $3.87, the closing market price per share on the Nasdaq Global Select Market of our common stock on June 30, 2023, the last trading day of fiscal year 2023, by (ii) the number of shares or units of common stock. |

  92. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (4) The PSU award reported is to be earned based on achieving certain pre-established performance goals. |

  93. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (5) 1/3rd of the aggregate number of shares subject to the Performance Option will vest each fiscal year during the Winter Performance Period upon the date of certification of achievement of the Annual Revenue Target for such fiscal year, subject to Ms. Winter’s continued service through such date. This Performance Option allows for the vesting of such shares in a subsequent fiscal year within the Winter Performance Period if the Company overachieves annual revenue targets during the remaining Winter Performance Period sufficient to make up for any prior shortfall. |

  94. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (6) 25% of the RSUs subject to the award will vest on the first anniversary of the vesting commencement date and the remaining RSUs vest as to 25% of the RSUs subject to the award on the second, third and fourth anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities exchanges are not open for trading, such vesting date shall be delayed until the next trading date. |

  95. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (7) Upon certification of the Compensation Committee of the achievement of the applicable performance goals within 60 days following the completion of the 3-year performance period that ends on the last day of fiscal 2024, the PSU award would vest based on a straight line slope from 50% of the target shares at the minimum threshold level to 100% of the target shares at the target level, with a maximum of 150% of the target shares vesting at the maximum achievement level. The number of shares reported is the number of shares that would be earned if the threshold level of performance (50% of target) is achieved because the level of achievement would have been below the threshold level if the performance period had ended on June 30, 2023. |

  96. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | (8) Upon certification of the Compensation Committee of the achievement of the applicable performance goals within 60 days following the completion of the 3-year performance period that ends on the last day of fiscal 2025, the PSU award would vest based on a straight-line slope from 50% of the target shares at the minimum threshold level to 100% of the target shares at the target level, with a maximum of 150% of the target shares vesting at the maximum achievement level. The number of shares reported is the number of shares that would be earned if the target level of performance (100% of target) is achieved because the level of achievement would have been between the threshold and target levels if the performance period had ended on June 30, 2023. |

  97. Option Exercises and Stock Vested During Fiscal 2023 Table

    Option Exercises and Stock Vested During Fiscal 2023 Table The following table reports the vesting of RSU awards during the fiscal year ended June 30, 2023 and the value realized upon vesting by each of the NEOs. No stock options were exercised by any NEO during fiscal 2023.

  98. Option Exercises and Stock Vested During Fiscal 2023 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Suzanne Winter | 202,750 | 493,347 | | Ali Pervaiz | 79,537 | 184,239 | | Sandeep Chalke | 78,125 | 288,281 | | Jesse Chew | 60,626 | 124,858 | | Michael Hoge | 73,752 | 178,827 |

  99. Option Exercises and Stock Vested During Fiscal 2023 Table

    | (1) The value realized was determined by multiplying the closing market price per share of our common stock on the date of vesting by the number of shares vested. |

  100. Potential Payments and Benefits Upon Termination or Change in Control

    Potential Payments and Benefits Upon Termination or Change in Control Employment Agreements Our employment agreements with each of our executive officers, including our NEOs, among other things, provide for certain payments and benefits upon their termination of employment under specified circumstances, including in connection with a change in control of the Company. Except as set forth below, our NEOs will forfeit any outstanding and unvested stock options, RSU awards and performance-based equity awards if their employment with us is terminated. Termination Not in Connection with a Change in Control of the Company In the event of a termination of employment by us without “Cause” (as defined below) (excluding due to the executive’s death or incapacity) or by an NEO for “Good Reason” (as defined below), the amount of the severance payments and benefits to which each such executive is entitled depends on such executive’s position with the Company. For each executive the severance payments and benefits consist of:

  101. Potential Payments and Benefits Upon Termination or Change in Control

    | • | a lump sum payment equal to 12 months of the executive’s annual base salary, |

  102. Potential Payments and Benefits Upon Termination or Change in Control

    | • | reimbursement of insurance premiums payable to retain group health coverage as of the termination date for such executive and such executive’s eligible dependents under COBRA for 12 months, |

  103. Potential Payments and Benefits Upon Termination or Change in Control

    | • | either (i) if the termination date is on or after the payment date of the prior fiscal year bonus, then a prorated portion of the bonus such executive would have received for the fiscal year during which termination occurs (without the exercise of any negative discretion to reduce the amount of the bonus), except that such bonus will not be prorated if the termination of employment occurs after the seventh month of the fiscal year, or (ii) if the termination date is before the payment of the prior fiscal year bonus, then the bonus such executive would have received for the prior fiscal year (without the exercise of any negative discretion to reduce the amount of the bonus), and |

  104. Potential Payments and Benefits Upon Termination or Change in Control

    | • | outplacement assistance in accordance with our then-current policies and practices with respect to outplacement assistance for other executives for up to 12 months. |

  105. Potential Payments and Benefits Upon Termination or Change in Control

    In addition, each NEO’s employment agreement requires us to provide the NEO with 30 days’ written notice of a termination of employment without Cause but allows us to terminate the NEO before the end of that notice period if we pay the NEO his or her base salary for the remainder of the notice period (the “Termination Notice Replacement Payment”). Our NEOs’ employment agreements define “Cause” as (i) material breach of the employment agreement, or of a Company policy or of a law, rule or regulation applicable to the Company or its operations; (ii) demonstrated and material neglect of duties, or failure or refusal to perform the material duties of the NEO’s position, or the failure to follow the reasonable and lawful instructions of the Company (or in the case of our CEO, our Board); (iii) gross misconduct or dishonesty, self-dealing, fraud or similar conduct that the Company (or in the case of our CEO, our Board) reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company; or (iv) the NEO’s conviction of or plea of guilty or nolo contendere to a felony (other than a traffic offense that is not punishable by a sentence of incarceration) or any crime involving fraud, embezzlement, or any other act of moral turpitude, provided that a termination pursuant to (ii) will be effective only if such failure continues after the NEO has been given written notice thereof and 15 business days thereafter in which to cure, unless the Company (or in the case of our CEO, our Board) reasonably determines that the reasons for termination are not capable of being cured. Our NEOs’ employment agreements define “Good Reason” as the occurrence of any one of the following events without the NEO’s written consent, unless the Company cures the circumstances constituting Good Reason within 30 days after notice from the NEO that Good Reason exists: (i) a material reduction in the NEO’s base compensation; (ii) any action or inaction that constitutes a material breach by the Company of the NEO’s employment agreement; (iii) a material diminution in the NEO’s authority, duties or responsibilities such that they are materially inconsistent with his/her position in the Company; or (iv) a relocation of the NEO’s primary work location to a location that increases the NEO’s commute by 30 miles or more. To the extent the NEO’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to the NEO, the NEO’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where the NEO’s employment with the Company primarily was or would have been based immediately prior to the commencement of such shelter-in-place order, quarantine order, or similar work-from-home requirement. In order for a resignation with Good Reason to be effective, each NEO must provide written notice of his or her resignation for Good Reason to the Company within 60 days after the date the NEO becomes aware of the initial occurrence of any of the foregoing, and the separation date must occur not later than six months after the NEO becomes aware of the initial occurrence of the event constituting Good Reason. Termination in Connection with a Change in Control of the Company Each of our NEO’s (including our CEO’s) severance payments and benefits are generally larger in the event that the termination of employment occurs in connection with a change in control of the Company (as defined below). For each of our NEOs, in the event such executive’s employment is terminated without Cause or such executive resigns for Good Reason, in each case within three months prior to or 24 months following a change in control of the Company, the severance payments and benefits consist of:

  106. Potential Payments and Benefits Upon Termination or Change in Control

    | • | a lump sum payment equal to 24 months of the executive’s annual base salary; |

  107. Potential Payments and Benefits Upon Termination or Change in Control

    | • | 200% of the executive’s target annual bonus for the fiscal year during which termination occurs (but no less than 200% of the target bonus in effect for the fiscal year immediately before the change in control if the change in control occurs within the first three months of the fiscal year); |

  108. Potential Payments and Benefits Upon Termination or Change in Control

    | • | reimbursement of the insurance premiums payable to retain group health coverage as of the termination date for such executive and such executive’s eligible dependents under COBRA for 12 months; |

  109. Potential Payments and Benefits Upon Termination or Change in Control

    | • | with respect to each of the first 12 months following the termination date, a taxable monthly payment (which may be used for any purpose) equal to the amount of COBRA reimbursement the executive actually receives for such month; |

  110. Potential Payments and Benefits Upon Termination or Change in Control

    | • | full and immediate vesting of all outstanding and unvested equity awards, with any equity awards that are scheduled to vest based on the achievement of performance-based conditions (which may include additional service-based conditions) (“Performance-based Equity Awards”) vesting at target unless otherwise specified in the applicable Performance-based Equity Award’s award agreement; and |

  111. Potential Payments and Benefits Upon Termination or Change in Control

    | • | outplacement assistance in accordance with our then-current policies and practices with respect to outplacement assistance for other executives for up to 12 months. |

  112. Potential Payments and Benefits Upon Termination or Change in Control

    Each NEO’s employment agreement generally defines a “change in control” to include the following:

  113. Potential Payments and Benefits Upon Termination or Change in Control

    | • | a change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this paragraph, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this paragraph. For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; |

  114. Potential Payments and Benefits Upon Termination or Change in Control

    | • | a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this paragraph, if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or |

  115. Potential Payments and Benefits Upon Termination or Change in Control

    | • | a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this paragraph, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (3). For purposes of this paragraph, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. |

  116. Potential Payments and Benefits Upon Termination or Change in Control

    Termination as a Result of Incapacity or Death In the event of our CEO’s termination of employment because of incapacity or death, our CEO’s employment agreement provides for (i) the acceleration of vesting of all outstanding and unvested equity awards that are scheduled to vest based solely on the achievement of service-based conditions (“Time-based Equity Awards”) that would have vested within 12 months of such termination of employment had such Time-based Equity Awards had vesting schedules that provided for pro-rata vesting on a monthly basis over the entirety of the vesting schedule and (ii) with respect to any Performance-based Equity Awards for which the performance period is scheduled to end within 12 months after the date of termination, each such Performance-based Equity Award will remain outstanding until the date the Compensation Committee determines whether the applicable performance condition is achieved and will vest in accordance with its terms to the extent such performance condition is achieved. In the event of termination of employment of any of our other NEOs because of incapacity or death, their respective employment agreements provide for (i) the acceleration of vesting of all unvested Time-based Equity Awards that would have vested within six months of such termination of employment had such Time-based Equity Awards had vesting schedules that provided for pro-rata vesting on a monthly basis over the entirety of the vesting schedule and (ii) with respect to Performance-based Equity Awards for which the performance period is scheduled to end within six months after the date of termination, each such Performance-based Equity Award will remain outstanding until the date the Compensation Committee determines whether the applicable performance condition is achieved and will vest in accordance with its terms to the extent such performance condition is achieved. Restrictive Covenants and Release of Claims As a condition to the receipt of payments and benefits (including the Termination Notice Replacement Payment) upon or following termination of employment (other than a termination due to incapacity or death), each of our NEOs is subject to compliance with certain restrictive covenants as set forth in their individual employment agreements. Generally, these covenants prohibit these executives from disclosing our proprietary or confidential information during their employment with us and thereafter, soliciting any of our employees to leave employment with us or any of our customers or suppliers to do business with any of our competitors for the duration of their employment with us and for one year thereafter, and from competing with us for the duration of their employment. These severance payments and benefits may cease in the event of violation of these covenants. In addition, these severance payments and benefits are conditioned upon our NEOs entering into a full release of claims in favor of the Company. Section 4999 of the Code If, in connection with a change in control of the Company, any payments or benefits payable to our NEOs would be subject to the excise tax imposed by Section 4999 of the Code, their payments and benefits will be reduced to the extent necessary so that no amount will be subject to this excise tax, provided that the reduction will occur only if the NEO will be in a more favorable after-tax position than if no reduction had been made. We believe that this approach protects the value of compensation already awarded to our NEOs and mitigates any potential personal bias against a potential corporate transaction. Other Information The Compensation Committee does not consider the potential payments and benefits under these arrangements when making compensation decisions for our NEOs. These arrangements serve very specific purposes that are unrelated to the determination of our NEOs compensation for a specific year. Potential Payments to our NEOs on Termination of Employment The tables below quantify potential payments to our NEOs who were employed by us at the end of fiscal 2023 in the event of a termination of employment or a change in control of the Company, based on the terms of employment agreements in effect as of June 30, 2023, the last business day of fiscal 2023. The amounts shown assume that the termination of employment and change in control, as applicable, occurred on June 30, 2023, the last business day of fiscal 2023. The amounts set forth in the tables below represent what we believe are reasonable estimates of the amounts that would be paid to our NEOs upon their termination of employment, including any termination in connection with a change in control, but exclude (a) any accrued amounts payable to them through the date of separation (including any earned but unpaid bonus) and (b) the value of any stock option or other equity awards that vested on or before June 30, 2023. The actual amounts to be paid can only be determined at the time of our NEOs’ actual termination of employment or upon the occurrence of a change in control of the Company. The closing market price of our stock on the Nasdaq Global Select Market as of June 30, 2023 was $3.87 per share, which was used as the value of our common stock for purpose of these calculations. The value of the vesting acceleration for outstanding and unvested stock options was calculated by multiplying the number of accelerated option shares as of June 30, 2023 by the “spread” between the closing market price of our common stock as of June 30, 2023 and the exercise price for such unvested options. The value of vesting acceleration for outstanding and unvested service-based RSU awards was calculated by multiplying the number of accelerated RSUs by the closing market price of our common stock as of June 30, 2023. The value of vesting acceleration for outstanding and unvested performance-based PSU awards was calculated in accordance with the applicable PSU performance periods assuming the end of each performance period occurred on June 30, 2023. The values reflected also assume that the payments and benefits to our NEOs are not reduced by virtue of the provisions in their employment agreements relating to Section 4999 of the Code.

  117. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of Ms. Winter, our CEO during fiscal 2023, and the median of the annual total compensation of all our employees (other than Ms. Winter). For our last completed fiscal year, which ended June 30, 2023:

  118. CEO Pay Ratio

    | • | The median of the annual total compensation of all employees of the Company (including our consolidated subsidiaries) other than Ms. Winter was $113,930. This annual total compensation is calculated in accordance with Item 402(c)(2)(x) of Regulation S-K and reflects, among other things, salary and cash bonus earned during the fiscal year ended June 30, 2023. |

  119. CEO Pay Ratio

    | • | Ms Winter’s annual total compensation for the fiscal year ended June 30, 2023, as reported in the Fiscal 2023 Summary Compensation Table included in this Proxy Statement, was $2,635,689. |

  120. CEO Pay Ratio

    | • | Based on the above, for fiscal 2023, the ratio of Ms. Winter’s annual total compensation to the median of the annual total compensation of all our employees was approximately 23 to 1. |

  121. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. The methodology we used to calculate the pay ratio is described below.

  122. CEO Pay Ratio

    | • | We determined the median of the annual total compensation of our employees as of June 30, 2023 at which time we (including our consolidated subsidiaries) had approximately 1,024 full-time and part-time employees, approximately 612 of whom were U.S. employees, and approximately 411 of who were employees located outside of the United States. In considering our work force outside of the United States, and as permitted by the SEC’s de minimis exemption, we excluded from this pool employees located in certain non-U.S. jurisdictions for ease of data gathering. Specifically, we excluded all employees located in the United Arab Emirates (two employees), Greece (one employee), Taiwan (one employee), Poland (one employee), Thailand (one employee), Malaysia (one employee), Lebanon (two employees), the Philippines (two employees), Canada (five employees), Brazil (four employees), Belgium (three employees), Mexico (two employees), the Russian Federation (two employees), Singapore (two employees), and Spain (nine employees) from the pool of employees used to identify our median employee. The aggregate number of employees we excluded, 38 employees, equals approximately 3.7% of our global employee population as of June 30, 2023. Excluding these employees resulted in the reduction of our employee pool to 986 employees (including approximately 612 and 374 U.S. and non-U.S. employees, respectively). |

  123. CEO Pay Ratio

    | • | We then compared the sum of (i) the annual base salary of each of these employees for fiscal 2023, plus (ii) the total cash incentive bonus or commission, as applicable, earned by each of these employees for fiscal 2023 based on such annual base salary and funding of the bonus pool at 55%. Compensation paid in foreign currency was converted to U.S. dollars using the average exchange rate as of June 30, 2023 for all currencies. In determining the median total compensation of all employees, we did not make any cost of living adjustments to the compensation paid to any employee outside of the U.S. Adjustments were made to annualize the compensation of permanent employees who were not employed by us for the entire year. |

  124. CEO Pay Ratio

    | • | Our determination of the median employee yielded two median employees with the same median total compensation. After identifying these median employees, we determined such employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and, in order to utilize a more conservative approach and yield a higher pay ratio, selected the employee with the lower annual total compensation. This resulted in the median annual total compensation disclosed above. With respect to Ms. Winter’s annual total compensation, we used the amount reported in the “Total” column of our Fiscal 2023 Summary Compensation Table. |

  125. 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 Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2021, 2022 and 2023. For additional information about our performance-based pay philosophy and how we align executive compensation with our performance, refer to the section entitled “Compensation Discussion and Analysis.”

  126. Pay Versus Performance

    | Fiscal Year(1) | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(5) | Value of Initial Fixed $100 Investment based on: | | Net Income (Loss)(8) ($) | Revenue(9) ($) | | | | | | | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | | | | 2023 | 2,635,689 | 2,624,161 | 1,141,490 | 1,914,634 | 94 | 175 | (9.280 million) | 447.6 million | | 2022 | 3,977,111 | 1,623,917 | 1,147,005 | (33,851) | 48 | 166 | (5.347 million) | 429.9 million | | 2021 | 4,107,998 | 4,083,231 | 1,349,527 | 2,111,614 | 110 | 160 | (6.311 million) | 396.3 million |

  127. Pay Versus Performance

    | (1) The Company’s NEOs, including its PEO for the applicable years, were as follows: |

  128. Pay Versus Performance

    2023: Suzanne Winter (PEO); Ali Pervaiz; Sandeep Chalke; Jesse Chew; and Michael Hoge. 2022: Joshua Levine (PEO); Suzanne Winter; Ali Pervaiz; Brandy Green; Shig Hamamatsu; Jesse Chew; and Michael Hoge. 2021: Joshua Levine (PEO); Shig Hamamatsu; Suzanne Winter; Jesse Chew; and Patrick Spine.

  129. Pay Versus Performance

    | (2) The dollar amounts reported are the total compensation reported our PEO (as specified in Footnote 1 above) for each fiscal year in the “Total” column of the Summary Compensation Table. |

  130. Pay Versus Performance

    | (3) Compensation actually paid to our PEO for the respective fiscal years reported is calculated as follows: |

  131. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | | Total compensation reported in Summary Compensation Table | 2,635,689 | 3,977,111 | 4,107,998 | | Less: Grant date fair value of equity awarded in current year(a) | 1,614,170 | 2,500,000 | 2,499,525 | | Plus: | | | | | Fair value as of June 30th of awards granted during and outstanding and unvested at the end of the covered fiscal year(b) | 787,400 | 981,964 | 1,360,536 | | Change in fair value as of the end of the covered fiscal year of outstanding awards granted in prior fiscal years(c) | 723,795 | (1,543,188) | 1,918,665 | | Vesting date fair value of equity awards granted and vested during the covered fiscal year(d) | — | — | — | | Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(e) | 91,447 | 708,030 | 316,097 | | Earnings paid on unvested awards for dividends or other earnings | — | — | — | | Less: Fair value as of June 30th of awards granted in prior fiscal years that were forfeited during the covered fiscal year(f) | — | — | 1,120,540 | | Compensation Actually Paid to PEO | 2,624,161 | 1,623,917 | 4,083,231 |

  132. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. See the notes to the Summary Compensation Table and Grants of Plan-Based Awards table for more information on how we determine fair value for equity awards. |

  133. Pay Versus Performance

    | (b) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  134. Pay Versus Performance

    | (c) Represents the change in fair value, measured from the prior fiscal year-end to the last day of the indicated fiscal year, of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  135. Pay Versus Performance

    | (d) Our PEO did not have any option or stock awards that were granted and vested during the covered fiscal year. |

  136. Pay Versus Performance

    | (e) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  137. Pay Versus Performance

    | (f) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which were forfeited or failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  138. Pay Versus Performance

    | (4) The dollar amounts reported are average of the total compensation reported our non-PEO NEOs for the respective fiscal year (as specified in Footnote 1 above) in the “Total” column of the Summary Compensation Table. |

  139. Pay Versus Performance

    | (5) Compensation actually paid on average to our non-PEO NEOs (as specified in Footnote 1 above) for the respective fiscal years reported is calculated as follows: |

  140. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | | Average total compensation reported in Summary Compensation Table | 1,141,490 | 1,147,005 | 1,349,527 | | Less: Average grant date fair value of equity awarded in current year(a) | 494,337 | 602,005 | 649,887 | | Plus: | | | | | Average fair value as of June 30th of awards granted during and outstanding and unvested at the end of the covered fiscal year(b) | 816,560 | 336,547 | 670,624 | | Average change in fair value as of the end of the covered fiscal year of outstanding awards granted in prior fiscal years(c) | 369,474 | (425,780) | 636,358 | | Average vesting date fair value of equity awards granted and vested during the covered fiscal year(d) | — | — | — | | Average change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(e) | 81,447 | 2,398 | 114,508 | | Earnings paid on unvested awards for dividends or other earnings | — | — | — | | Less: Fair value as of June 30th of awards granted in prior fiscal years that were forfeited during the covered fiscal year(f) | — | 492,016 | 9,516 | | Average Compensation Actually Paid to Non-PEO NEOs | 1,914,634 | (33,851) | 2,111,614 |

  141. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. See the notes to the Summary Compensation Table and Grants of Plan-Based Awards table for more information on how we determine fair value for equity awards. |

  142. Pay Versus Performance

    | (b) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  143. Pay Versus Performance

    | (c) Represents the change in fair value, measured from the prior fiscal year-end to the last day of the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  144. Pay Versus Performance

    | (d) Our non-PEO NEOs did not have any option or stock awards that were granted and vested during the covered fiscal year. |

  145. Pay Versus Performance

    | (e) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  146. Pay Versus Performance

    | (f) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which were forfeited or failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  147. Pay Versus Performance

    | (6) As calculated in the manner prescribed by Item 201(e) of Regulation S-K. Represents the cumulative total stockholder return of the Company over the applicable measurement period. |

  148. Pay Versus Performance

    | (7) As calculated in the manner prescribed by Item 201(e) of Regulation S-K. Represents the cumulative total stockholder return of the S&P Healthcare Index (which is the peer group we used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023) over the applicable measurement period. |

  149. Pay Versus Performance

    | (8) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  150. Pay Versus Performance

    | (9) The dollar amounts reported represent the amount of total revenue reflected in the Company’s audited financial statements for the applicable year. |

  151. Pay Versus Performance

    Analysis of Information Presented in the Pay Versus Performance Table The graphs that follow present the relationships between: (i) “Compensation Actually Paid” (or “CAP”) and total shareholder return (or “TSR”), (ii) CAP and net income, and (iii) CAP and revenue, as disclosed in the table above. Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for our Company Bonus Plan and long-term equity incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  152. Pay Versus Performance

    | • | Revenue |

  153. Pay Versus Performance

    | • | Orders (net of cancellations) |

  154. Pay Versus Performance

    | • | Adjusted EBITDA |

  155. Pay Versus Performance

    See the “Compensation Discussion and Analysis” section for more information regarding how these financial performance measures are used in our executive compensation program.

  156. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  157. Director Compensation Table for Fiscal 2023

    Director Compensation Table for Fiscal 2023 The following table sets forth summary information concerning the compensation of our non-employee directors for their service during fiscal 2023:

  158. Director Compensation Table for Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Elizabeth Dávila(2) | 70,000 | 121,063 | 191,063 | | James M. Hindman | 77,806 | 121,063 | 198,868 | | Beverly A. Huss | 72,500 | 121,063 | 193,563 | | Anne B. Le Grand | 67,806 | 121,063 | 188,868 | | Robert C. Kill(3) | 9,354 | 125,000 | 134,354 | | Mika Nishimura | 59,457 | 121,063 | 180,519 | | Richard Pettingill(4) | 38,213 | — | 38,213 | | Byron C. Scott | 65,000 | 121,063 | 186,063 | | Joseph E. Whitters | 124,457 | 121,063 | 245,519 |

  159. Director Compensation Table for Fiscal 2023

    | (1) Unless otherwise described in the footnotes below, the amounts reported in this column represent the grant date fair value of the RSU awards granted in fiscal 2023, measured in accordance with FASB ASC Topic 718. See Note 1 and Note 12 of the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 7, 2023 for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards. None of our directors had any options outstanding as of June 30, 2023. The following table provides additional information regarding each RSU award granted to the individuals who served as our non-employee directors in fiscal 2023, as well as RSU awards held by them at the end of fiscal 2023: |

  160. Director Compensation Table for Fiscal 2023

    | Name | Grant Date | RSU Awards Granted during fiscal 2023 | Outstanding RSU Awards at June 30, 2023 | | Elizabeth Dávila | 11/30/22 | 59,055 | — | | James M. Hindman | 11/30/22 | 59,055 | 59,055 | | Beverly A. Huss | 11/30/22 | 59,055 | 59,055 | | Anne B. Le Grand | 11/30/22 | 59,055 | 59,055 | | Mika Nishimura | 11/30/22 | 59,055 | 59,055 | | Robert C. Kill | 1/31/23 | 49,603* | 49,603 | | Richard Pettingill | 11/30/22 | — | 31,185 | | Byron C. Scott | 11/30/22 | 59,055 | 59,055 | | Joseph E. Whitters | 11/30/22 | 59,055 | 59,055 |

  161. Director Compensation Table for Fiscal 2023

    | * Represents the initial award granted to Mr. Kill in connection with his appointment to our Board, prorated for the number of months Mr. Kill served on our Board prior to November 10, 2022, the date of our 2022 Annual Meeting of Stockholders. Such award will vest in full on November 9, 2023. |

  162. Director Compensation Table for Fiscal 2023

    | (2) Ms. Dávila resigned from our Board effective April 30, 2023. Given her retirement, vesting on her stock awards were accelerated and valued on her retirement date in accordance with FASB ASC Topic 718. |

  163. Director Compensation Table for Fiscal 2023

    | (3) Mr. Kill joined our Board effective January 30, 2023. |

  164. Director Compensation Table for Fiscal 2023

    | (4) Mr. Pettingill resigned from our Board effective November 10, 2022. |

  165. Consideration of Director Nominees

    Consideration of Director Nominees Stockholder Nominations and Recommendations. The policy of the Nominating and Corporate Governance Committee is to consider recommendations and properly submitted stockholder nominations for candidates for membership on our Board. A stockholder may make such a recommendation or nomination by following the procedures set forth below in the “Recommendations and Nominations of Director Candidates” section of this Proxy Statement. We did not receive any director nominations or recommendations from stockholders for the Annual Meeting. Director Qualifications. The Nominating and Corporate Governance Committee believes that the members of our Board should have the highest professional and personal ethics and values and conduct themselves in a manner that is consistent with our Code of Conduct and Ethics. While the Nominating and Corporate Governance Committee has not established specific minimum qualifications for director candidates, the Nominating and Corporate Governance Committee may consider any applicable rules or legislation and the following criteria, among others, for candidates and nominees: (i) personal and professional integrity, ethics and values; (ii) experience in corporate management and a general understanding of marketing, finance and other elements relevant to the success of a publicly held company; (iii) experience in our industry and with relevant social policy concerns; (iv) prior experience as a director of a publicly held company; (v) academic expertise in an area of our operations; and (vi) practical and mature business judgment, including ability to make independent analytical inquiries. Identifying and Evaluating Director Nominees. Candidates for nomination to our Board typically come to the attention of our Board through professional search firms, although they may also be suggested by existing directors or executive officers, stockholders or other persons. The Nominating and Corporate Governance Committee has paid fees to professional search firms for such assistance, including Joseph E. Whitters, James M. Hindman, Anne B. Le Grand, and Byron C. Scott, who joined our Board in July 2018, September 2019, July 2020, and February 2021, respectively. The Nominating and Corporate Governance Committee reviews the qualifications of any candidates who have been properly brought to the Committee’s attention. Such review generally includes discussions with persons familiar with the candidate and an interview with the candidate, and may include other actions that the Nominating and Corporate Governance Committee deems proper. The Nominating and Corporate Governance Committee considers the suitability of each candidate, including the current members of our Board, in light of the current size and composition of our Board. In evaluating the qualifications of the candidates, the Nominating and Corporate Governance Committee considers many factors, including issues of character, judgment, independence, age, expertise, diversity of experience, length of service, other commitments and other similar factors. The Company’s Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee and our Board should see that our Board has the benefit of a wide range of skills, expertise, industry knowledge and other attributes, including cultural, gender and ethnic diversity, experience in industries beyond healthcare and age diversity. The Nominating and Corporate Governance Committee assesses its achievement of diversity through the review of Board composition as part of our Board’s annual self-assessment process. The Nominating and Corporate Governance Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. The Nominating and Corporate Governance Committee expects that it would evaluate candidates properly recommended by stockholders using the same criteria as other candidates.