DEF 14A of Lantronix Inc, Sep 24, 2025

DEF 14A of Lantronix Inc

Filed Sep 24, 2025 · FY20250001140361-25-036002

Open on EDGAR

  1. What happens if a majority of the votes cast are not voted in favor of a director nominee?

    What happens if a majority of the votes cast are not voted in favor of a director nominee? Pursuant to the procedures established by the Corporate Governance and Nominating Committee of the Board, each incumbent director has submitted to the Chair of the Corporate Governance and Nominating Committee in writing such director’s irrevocable resignation which will be effective upon (1) the failure of such director to receive the required vote at any annual or special meeting at which such director is nominated for re-election and (2) Board acceptance of the resignation. If a nominee fails to receive a majority of the votes cast in the director election, the Corporate Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the director’s resignation and whether any other action should be taken. If a director’s resignation is not accepted, that director will continue to serve until our next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. If the Board accepts the director’s resignation, it may, in its sole discretion, either fill the resulting vacancy or decrease the size of the Board to eliminate the vacancy.

  2. Criteria for Director Nominees

    Criteria for Director Nominees The Board believes that it should be composed of directors with complementary backgrounds and that directors should, at a minimum, exhibit proven leadership capabilities and experience at a high level of responsibility within their respective fields and have the ability to quickly grasp complex principles of business, finance and technology. Directors should possess the highest personal and professional ethics, integrity and values and should be committed to representing the long-term interests of our stockholders. When considering a candidate for director, the Corporate Governance and Nominating Committee takes into account a number of factors, including the following:

  3. Criteria for Director Nominees

    | • | Education and professional background; |

  4. Criteria for Director Nominees

    | • | Depth of understanding in technology, manufacturing, sales and marketing, finance and/or other elements directly relevant to our business; |

  5. Criteria for Director Nominees

    | • | Judgment, skill, integrity and reputation; |

  6. Criteria for Director Nominees

    | • | Existing commitments to other businesses, whether as a director, executive or owner; |

  7. Criteria for Director Nominees

    | • | Independence from management; |

  8. Criteria for Director Nominees

    | • | Personal conflicts of interest, if any; and |

  9. Criteria for Director Nominees

    | • | The size and composition of our existing Board. |

  10. Criteria for Director Nominees

    The Board is primarily focused on evaluating a nominee’s expected contribution to the skills, background, experiences and perspectives, given the then-existing composition of the Board as a whole. In considering the overall composition of the Board, the Board places importance on having directors with executive-level experience in technology companies. When seeking candidates for director, the Corporate Governance and Nominating Committee may solicit suggestions from incumbent directors, management, stockholders and others. Additionally, the Corporate Governance and Nominating Committee may use the services of a third-party search firm to assist in the identification and review of appropriate candidates. After conducting an initial evaluation of a prospective candidate, the Corporate Governance and Nominating Committee will interview that candidate if it believes the candidate might be suitable. The Corporate Governance and Nominating Committee may also ask the candidate to meet with other members of the Board and with management. If the Corporate Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it may recommend to the Board that candidate’s appointment or election. The Corporate Governance and Nominating Committee applies the same standards of review to all prospective candidates for director, regardless of who brings them to the Corporate Governance and Nominating Committee’s attention.

  11. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Directors who are also employees of the Company are not paid any fees or remuneration for their service on the Board or on any Board committee. In fiscal 2025, we provided the annual compensation described below to directors who are not employees of the Company or any of our subsidiaries (“non-employee directors”). Mr. Awsare, our Chief Executive Officer, was the only director who was also an employee of the Company. Cash Compensation Under our Non-Employee Director Compensation Policy, each non-employee director is entitled to receive the following cash compensation for board services, as applicable:

  12. Compensation of Non-Employee Directors

    | • | $50,000 annual retainer for service as a Board member; |

  13. Compensation of Non-Employee Directors

    | • | $35,000 additional annual retainer for service as Chairman of the Board; and |

  14. Compensation of Non-Employee Directors

    | • | $15,000 additional annual retainer for service as Chair of the Audit Committee, $10,000 additional annual retainer for service as Chair of the Compensation Committee and $10,000 additional annual retainer for service as Chair of the Corporate Governance and Nominating Committee. |

  15. Compensation of Non-Employee Directors

    Under the Non-Employee Director Compensation Policy, directors are not paid fees for service as members on any of our standing committees, apart from the Chair fees discussed above. Further, directors are not paid meeting fees, except that (1) each non-employee director will be paid a meeting fee of $1,000 for each Board meeting attended in person or by telephone in excess of 12 meetings during the fiscal year; and (2) each non-employee director will be paid a meeting fee of $1,000 for attending in person or by telephone each meeting of a standing committee of which he or she is a member in excess of 12 meetings per committee during the fiscal year. Equity Award Program Under our Non-Employee Director Compensation Policy, each of the non-employee directors elected at our annual meeting of stockholders each year will receive an award of restricted stock units (“RSUs”), with the number of RSUs for each grant to be determined by dividing $75,000 by the average of the closing prices of a share of our common stock for the last 30 trading days of the fiscal quarter preceding the fiscal quarter in which the grant is made, rounded to the nearest whole share. Each such RSU award will be scheduled to vest 50% six months after the grant date and the remaining 50% on the earlier of the first anniversary of the grant date and the day immediately preceding the next annual meeting of stockholders. If a non-employee director is appointed to the Board other than at the time of an annual meeting of stockholders, the director will receive an initial award of RSUs with a value as of the grant date of $75,000, applying the methodology described above and pro-rated based on the period of the director’s service on the Board during the one-year period following the last annual meeting. This initial award will be scheduled to vest in two installments on the same vesting dates as the annual awards granted to non-employee directors at the last annual meeting (with the RSUs subject to the award allocated proportionately between the two vesting dates based on the director’s period of service on the Board), or if the initial award is granted more than six months after the last annual meeting, the award will be scheduled to vest in one installment on the earlier of the first anniversary of the date of the last annual meeting and the day immediately preceding the next annual meeting. If a change in control of the Company occurs, all annual and initial grants of RSUs to non-employee directors that are then outstanding will vest in full upon (or immediately prior to) the closing of the transaction. The Board, upon recommendation of the Compensation Committee, may change the terms of our director compensation program from time to time. Reimbursements Under the Non-Employee Director Compensation Policy, non-employee directors will be reimbursed for reasonable out of pocket expenses, including travel expenses incurred to attend meetings, up to a maximum of $2,000 per meeting requiring travel. Non-Employee Director Compensation Table The table below sets forth the compensation earned by our non-employee directors during fiscal 2025. The compensation paid to Mr. Awsare, who was employed by us and served on the Board during fiscal 2025, is presented below in the Summary Compensation Table and the related explanatory tables. Directors who are also officers or employees of the Company or its subsidiaries receive no additional compensation for their services as directors.

  16. Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Philip G. Brace(3) | 45,000 | 73,692 | — | 1,267 | 119,959 | | Sailesh Chittipeddi(4) | — | 33,827 | — | 779 | 34,606 | | Jason W. Cohenour(5) | 42,500 | — | — | 3,104 | 45,604 | | Narbeh Derhacobian(6) | 33,325 | 73,692 | — | 1,337 | 108,354 | | Phu Hoang(7) | 30,000 | — | — | — | 30,000 | | Kevin Palatnik(8) | 42,492 | 73,692 | — | 2,271 | 118,456 | | Hoshi Printer | 85,500 | 73,692 | — | 7,336 | 166,529 | | Christa Steele(9) | 25,000 | — | — | 2,100 | 27,100 |

  17. Compensation of Non-Employee Directors

    | (1) The dollar value of stock and option awards shown represents the grant date fair value determined in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions used in the calculations, see Note 6 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of our Form 10-K, which was filed with the SEC on August 29, 2025. These values differ slightly from the values used to determine the number of RSUs subject to each award because the FASB ASC Topic 718 grant date fair values are determined taking into account the closing price of a share of our common stock on the date of grant while the values used to determine the number of RSUs subject to each award are determined using an average of the closing prices of our common stock over the last 30 trading days of the last complete fiscal quarter before the grant date. |

  18. Compensation of Non-Employee Directors

    | (2) In accordance with our Non-Employee Director Compensation Policy described above, following the Company’s 2024 Annual Meeting of Stockholders, Messrs. Brace, Derhacobian, Palatnik, and Printer were each awarded 19,599 RSUs. |

  19. Compensation of Non-Employee Directors

    | (3) Mr. Brace resigned from the Board effective February 5, 2025. |

  20. Compensation of Non-Employee Directors

    | (4) Mr. Chittipeddi was appointed to the Board effective May 6, 2025. |

  21. Compensation of Non-Employee Directors

    | (5) Mr. Cohenour did not stand for re-election at the 2024 Annual Meeting. |

  22. Compensation of Non-Employee Directors

    | (6) Mr. Derhacobian was elected at the 2024 Annual Meeting. |

  23. Compensation of Non-Employee Directors

    | (7) Mr. Hoang did not stand for re-election at the 2024 Annual Meeting. |

  24. Compensation of Non-Employee Directors

    | (8) Mr. Palatnik was elected at the 2024 Annual Meeting. |

  25. Compensation of Non-Employee Directors

    | (9) Ms. Steele did not stand for re-election at the 2024 Annual Meeting. |

  26. Compensation of Non-Employee Directors

    Outstanding Non-Employee Director Equity Awards at 2025 Fiscal Year End The following table shows the total number of RSUs outstanding, and total number of shares of our common stock subject to outstanding stock options, as of June 30, 2025 for each person who served as a non-employee director during fiscal 2025:

  27. Compensation of Non-Employee Directors

    | Name | RSUs Outstanding (#) | Option Awards Outstanding (#) | | Philip G. Brace | — | — | | Sailesh Chittipeddi | 13,751 | | | Jason W. Cohenour | — | — | | Narbeh Derhacobian | 9,800 | — | | Phu Hoang | — | — | | Kevin Palatnik | 9,800 | — | | Hoshi Printer | 9,800 | — | | Christa Steele | — | — |

  28. Compensation of Non-Employee Directors

    Director Stock Ownership Requirements The Board encourages its members to acquire and hold stock in the Company to link the interests of the directors to the stockholders. The Board has adopted stock ownership guidelines for the non-employee directors of the Company. Under the guidelines, our non-employee directors are each expected to own shares of our common stock with a value equal to three times the annual cash retainer for such director. Progress toward the achievement of these ownership guidelines is based on shares purchased in the open market, or acquired through option exercises or vesting of RSUs. The value of the shareholdings is based on the greater of (1) the closing price of a share of our common stock as of the most recent fiscal year end, or (2) the acquisition value of the shares, determined based upon the purchase price for open market purchases and the fair market value of shares on the date of issuance in the case of shares issued upon the exercise of stock options or settlement of RSUs. The guidelines provide that non-employee directors are expected to establish the minimum ownership levels within five years of adoption of the guidelines or within five years of appointment as a new non-employee director of the Company. Neither the Board nor the Compensation Committee has established stock ownership guidelines for members of the Board who are employees of the Company. All of our current non-employee directors either satisfy the applicable level of share ownership under the guidelines or are within the five-year compliance period.

  29. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of six directors: James Auker, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Kevin Palatnik and Hoshi Printer. Pursuant to the Chain of Lakes Agreement described above, we agreed to appoint James C. Auker to the Board and recommend, support and solicit proxies for his election at the Annual Meeting in the same manner as for our other nominees. Members of the Corporate Governance and Nominating Committee and other members of the Board, including Mr. Awsare, interviewed Mr. Auker and considered the criteria described above under the caption “Criteria for Director Nominees” in evaluating the candidate as a possible nominee for director prior to our entry into the Chain of Lakes Agreement. The Corporate Governance and Nominating Committee had further discussions about the potential candidate at a committee meeting and then recommended Mr. Auker to the Board and as a director nominee for election at the Annual Meeting in connection with our entry into the Chain of Lakes Agreement. The Board, in turn, discussed and unanimously approved the Corporate Governance and Nominating Committee’s recommendation. Mr. Auker will be standing for election to the Board by our stockholders for the first time at the Annual Meeting. The Corporate Governance and Nominating Committee has recommended to the Board, and the Board has approved, the nomination of the following six nominees for election as directors at the Annual Meeting, each to serve a one-year term until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified, or until the director’s earlier resignation or removal: James Auker, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Kevin Palatnik and Hoshi Printer. Each of the nominees presently serves as a director and has served continuously as a director since the date indicated in the nominee’s biography below. All nominees have consented to be named and have indicated their intent to serve if elected. We have no reason to believe any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any of Messrs. Derhacobian, Palatnik or Auker become unable for any reason or unwilling for good cause to serve, replacement persons will be selected pursuant to the terms of the 180 Degree Agreement and Chain of Lakes Agreement (as applicable) as described above. If any other nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board, or the Board may reduce the number of directors on the Board.

  30. Information About the Director Nominees

    Information About the Director Nominees The following table sets forth certain information, in each case as of September 24, 2025, concerning the nominees for director:

  31. Information About the Director Nominees

    | Name | Age | Director Since | Position With Lantronix | | James Auker | 54 | 2025 | Director | | Saleel Awsare | 60 | 2023 | President, Chief Executive Officer, and Director | | Sailesh Chittipeddi | 63 | 2025 | Director | | Narbeh Derhacobian | 62 | 2024 | Director | | Kevin Palatnik | 67 | 2024 | Director | | Hoshi Printer | 83 | 2010 | Director |

  32. Information About the Director Nominees

    The following is a description of the business experience, qualifications, skills and educational background of each of the director nominees, including each nominee’s relevant business experience:

  33. James Auker

    James Auker Independent Director Mr. Auker has served as a member of our Board since July 2025. Mr. Auker is a Managing Director at Harney Partners, a national corporate consulting firm, where he has served in roles including Chief Financial Officer and Chief Restructuring Officer, since March 2024. Prior to that, Mr. Auker served as Senior Business Strategist at Generational Consulting Group, a full-service mergers and acquisitions advisory firm for middle-market companies, from May 2023 to June 2024. Prior to that, he served as Chief Financial Officer of Home Products International, Inc., a plastics manufacturer, from July 2021 to May 2023. Mr. Auker previously served as Chief Financial Officer of Orion Drilling, LLC, a manufacturer and operator of oil and gas drilling rigs, from 2015 to 2021. Mr. Auker’s prior experience also includes senior leadership roles at Enerecap Partners, LLC, from 2012-2015, founding Partner at Highview Capital Management, from 2006 to 2012, and Senior Portfolio Manager at Ritchie Capital Management from 2000 to 2006. Mr. Auker brings more than two decades of experience as a finance professional with expertise in executive management, corporate finance, valuation, and investment and portfolio management, including prior roles as chief financial officer.

  34. Saleel Awsare

    Saleel Awsare President, Chief Executive Officer & Director

  35. Career Highlights

    Career Highlights Mr. Awsare has served as a member of our Board and President and Chief Executive Officer since November 2023. Mr. Awsare served as Senior Vice President and General Manager of the Enterprise and Mobile Division of Synaptics Incorporated (“Synaptics”), a developer of human interface hardware and software, from September to November 2023. Prior to that, Mr. Awsare served as Senior Vice President and General Manager of the PC and Peripherals Unit of Synaptics from August 2020 to September 2023; Senior Vice President and General Manager of Synaptics’s IoT Division from April 2019 to July 2020; and Senior Vice President of Corporate Marketing & Investor Relations at Synaptics from October 2018 until April 2019. Prior to joining Synaptics as Corporate Vice President and General Manager of Audio & Imaging Products in August 2017, Mr. Awsare was President of Conexant Systems, LLC, a software developer and fabless semiconductor company, from March 2016 until Conexant’s acquisition by Synaptics in August 2017, and Conexant’s Senior Vice President & General Manager of Audio & Imaging from April 2012 to March 2016. Prior to joining Conexant, Mr. Awsare served as President of U.S. Operations and General Manager of Audio & Voice Solutions of Nuvoton Technology Corporation, a Taiwan-based semiconductor company, from December 2008 to March 2012.

  36. Skills and Qualifications

    Skills and Qualifications Mr. Awsare brings a comprehensive knowledge of the enterprise, mobile and IoT markets and a demonstrated record of driving growth and profitability while serving in various management roles in technology companies.

  37. Sailesh Chittipeddi

    Sailesh Chittipeddi Independent Director Dr. Chittipeddi has served as a member of our Board since May 2025. Since March 2025, Dr. Chittipeddi has served as a Venture Partner at Novo Tellus Capital Partners, a private equity firm focused on investments in industrial and technology companies in Southeast Asia, and a member of the Board of Directors of Tessolve, a global semiconductor and system-on-chip solutions company. Dr. Chittipeddi previously held various senior roles at Renesas Electronics, a semiconductor manufacturer, including Executive Vice President of Global Operations from October 2023 to March 2025, President of Renesas Electronics America from March 2019 to January 2025, and Executive Vice President and General Manager, IoT and Infrastructure Business Unit from March 2019 to January 2024. Dr. Chittipeddi served as Executive vice President and Chief Technology Officer, Global Operations at Integrated Device Technology from March 2014 to March 2019, when it was acquired by Renesas. Previously, Dr. Chittipeddi held various senior management roles at Conexant Systems Inc., a software developer and fabless semiconductor company, including serving as President from July 2009 to April 2011, and managing Global Operations from July 2006 to April 2011. Dr. Chittipeddi’s prior experience includes serving as member of the Board of Directors at Sequans Communications from June 2022 to March 2024, Tessolve from March 2019 to December 2023, and Avalanche Technology, Inc. from March 2019 to December 2021. Dr. Chittipeddi brings over two decades of executive management experience with public and private technology companies, including extensive experience in managing and scaling global operations, leading mergers, acquisitions and financial restructuring efforts, and advancing the development of innovative technologies.

  38. Narbeh Derhacobian

    Narbeh Derhacobian Independent Director

  39. Career Highlights

    Career Highlights Mr. Derhacobian has served as a member of our Board since November 2024. Mr. Derhacobian has served as Chief Executive Officer and a director of GuRu Wireless, a developer of advanced multi-watt, over-the-air, wireless power transfer solutions, since April 2022. Previously, Mr. Derhacobian was President and Chief Executive Officer of Parabellum Acquisition Corp., a special purpose acquisition company, (NYSE: PRBM) from February 2021 to December 2023. He was a co-founder of Adesto Technologies (Nasdaq: IOTS), a provider of application specific semiconductors and embedded systems for IoT edge deployments and served as its President and Chief Executive Officer and as a director from January 2006 until its acquisition by Dialog Semiconductor PLC in July 2020. Mr. Derhacobian’s prior experience also includes senior management roles at Advanced Micro Devices, Inc. (Nasdaq: AMD), a multinational semiconductor company, from 1995 to 2000, where he served as engineering manager; Virage Logic Corporation (Nasdaq: VIRL), a provider of semiconductor intellectual property, from 2000 to 2004 where he served as director of engineering; Cswitch from 2004 to 2006 where he served as director of technology development; and Silicon Storage Technology, Inc. (Nasdaq: SSTI) from 1994 to 1995 where he served as senior engineer. Since January 2022, Mr. Derhacobian has served as a director of Kinara.ai, a venture backed company focused on high efficiency edge AI processors used in smart edge devices and gateways. Mr. Derhacobian previously served as director at Nanosys, a nanotechnology company that develops and manufactures quantum dot materials for display products, from 2021 to 2023.

  40. EXECUTIVE COMPENSATION

    | | Pay Component | Role | Performance Metric and Description | | | Short Term Incentive | Base Salary | Provides a competitive fixed annual income | Reviewed annually and adjusted based on competitive market practices and individual performance | Fixed | | | Annual Bonus Program | Variable cash component designed to encourage performance to annual objectives which support the long-term strategy | Payout based on Non-GAAP Net Income for fiscal 2025 Actual payout is capped at 200% of target. | Variable / At-Risk | | Long Term Incentive | Performance- Based Restricted Stock Units (“PSUs”) | Aligns interest of executives with those of shareholders; provides retention value and motivates executives to build long-term shareholder value | A significant percentage of equity awards granted to named executive officers is performance-based. Metrics for PSUs vesting based on performance in fiscal 2025 include: • Revenue (or Revenue Growth) • Non-GAAP Earnings per Share (Non-GAAP EPS) (or Non-GAAP EPS Growth) • Relative total shareholder return (Relative TSR) Vesting is over 3 years. | | | | Time-based Restricted Stock Units (“RSUs”) | Provides retention value and motivates executives to build long-term shareholder value | Vesting is generally subject to the executive’s continued employment over a three-year period. | |

  41. EXECUTIVE COMPENSATION

    | • | Long-Term Equity Incentives. All of our equity incentive awards have multi-year vesting and/or performance requirements. With the exception of new hire equity grants, a significant portion of our equity awards granted to our named executives are subject to performance-based vesting as well as continued employment, and our performance-based vesting equity awards include a relative total shareholder return measure over the entire three-year performance measurement period under the awards. |

  42. EXECUTIVE COMPENSATION

    | • | Majority of CEO Annual Equity Award Subject to Performance-Based Vesting Requirements. Mr. Awsare’s equity awards in fiscal 2025 consisted of 1/3 RSUs and 2/3 PSUs. |

  43. EXECUTIVE COMPENSATION

    | • | No Single-Trigger Benefits. Our executives’ change in control arrangements have a double-trigger provision (benefits require both a change in control and termination of employment) rather than a single-trigger provision (under which benefits are triggered automatically by any change in control). |

  44. EXECUTIVE COMPENSATION

    | • | No Re-Pricing of Stock Options. We prohibit re-pricing of “underwater” stock options (stock options where the exercise price is below the then-current market price of our stock) without stockholder approval. |

  45. EXECUTIVE COMPENSATION

    | • | Anti-Hedging Policy. Our Stock Trading Guidelines prohibit our officers and directors from engaging in hedging transactions in relation to the Company’s stock or equity awards (including unvested equity awards) as collateral for any margin account or other form of credit arrangement. |

  46. EXECUTIVE COMPENSATION

    | • | Independent Compensation Consultant. Our Compensation Committee retains an independent compensation consultant for independent advice and market data. |

  47. EXECUTIVE COMPENSATION

    | • | administering our equity incentive plans; |

  48. EXECUTIVE COMPENSATION

    | • | approving annual cash incentive program performance metrics as well as payouts thereunder; and |

  49. EXECUTIVE COMPENSATION

    Our Compensation Committee also analyzes the alignment of our overall executive compensation package with our compensation philosophy and objectives. How Compensation Decisions Are Made The Compensation Committee annually determines the compensation levels for our executive officers by considering several factors, including competitive market data, each executive officer’s roles and responsibilities, how the executive officer is performing those responsibilities and our financial performance. The Compensation Committee makes all decisions for the total direct compensation - that is, base salary, cash incentive awards under our incentive bonus plan, and stock-based awards - of our executive officers and other members of our senior management, including the named executive officers. At the request of the Compensation Committee, our Chief Executive Officer and other officers may attend meetings of the Compensation Committee or meetings of our Board at which executive compensation is discussed. The Compensation Committee considers the recommendations from our Chief Executive Officer with respect to executive compensation. While our Chief Executive Officer discusses his recommendations with the Compensation Committee, he does not participate in deliberation or determination with respect to his own compensation. The Compensation Committee may also engage independent compensation consultants to assist the Compensation Committee in its duties, including providing advice regarding industry trends and benchmarking information relating to the form and amount of compensation provided to executives by companies with which we compete for executive talent and other similarly situated companies. When considering a proposed compensation package for an executive officer, the Compensation Committee considers both the compensation package as a whole and each element of total compensation. For example, before determining officer compensation, the Compensation Committee reviews, for each executive, each element of compensation paid in the prior fiscal year, including base salary, incentive bonus, and the value of equity awards, information regarding equity awards made in prior periods, and competitive market data. The Compensation Committee uses this information to assess the overall effect and long-term implications of compensation decisions, rather than viewing individual decisions in isolation. 2024 Say-On-Pay Vote At our 2024 Annual Meeting of Stockholders, our stockholders approved, on a non-binding, advisory basis, the compensation paid to our named executive officers described in our 2024 proxy statement. Approximately 86.9% of the votes cast on the matter were voted in favor of this “say-on-pay” approval. The Board and the Compensation Committee considered the voting results and high level of stockholder support when establishing our executive compensation programs for fiscal 2025 and implemented an executive compensation program for fiscal 2025 that was substantially similar to the program in place for fiscal 2024. Independent Compensation Consultants The Compensation Committee has the authority to retain independent advisors to assist it in the compensation-setting process and receive funding to engage such advisors. The Compensation Committee defines the scope of any advisor’s engagement and related responsibilities. The Compensation Committee engaged Compensation Strategies for fiscal 2025 to assist in a review of the Company’s executive and non-employee director compensation programs, and the executive and non-employee director compensation practices at a peer group of companies. The compensation consultants from Compensation Strategies have no other direct or indirect business relationships with us. The Compensation Committee has assessed the independence of Compensation Strategies and concluded that its engagement of Compensation Strategies does not raise any conflict of interest with the Company or any of its directors or executive officers. Compensation Peer Group As noted above, the Compensation Committee selects a peer group of companies each year with input from its independent compensation consultant to help evaluate our executive compensation program. In May 2024, the Compensation Committee identified the following companies as the peer group for fiscal 2025:

  50. EXECUTIVE COMPENSATION

    In selecting the peer group for fiscal 2025, the Compensation Committee considered public companies with a thematic fit with the Company’s business and targeted a group of about 20 companies with the Company’s revenue at approximately the 50th percentile of the group. The peer group for fiscal 2025 is the same as the fiscal 2024 peer group. Components of Executive Compensation Our Compensation Committee utilizes three main components for executive officer compensation: base salary, a cash incentive bonus, and long-term equity-based awards. Our compensation program is designed to balance our need to provide our executive officers with incentives to achieve our short- and long-term performance goals with the need to pay competitive base salaries. There is no pre-established policy for allocating between cash and non-cash or short-term and long-term compensation. In determining the allocation each year among base salary, annual cash incentive bonus, and long-term equity-based awards, the Compensation Committee considers our short-term and long-term business objectives, competitive trends within our industry, and each named executive officer’s current and prior compensation. An important guiding principle for our executive compensation program is our belief that it benefits our stockholders for executive management’s compensation to be tied to our short-term and long-term performance, so that a significant portion of each executive officer’s compensation is tied to the achievement of our goals and objectives. As a result, “at risk” compensation makes up a significant portion of our executives’ compensation. Base Salaries Base salaries for our executive officers are set with regard to a number of factors, including the executive’s title and responsibilities within the Company, the executive’s performance in recent periods, the executive’s potential for continued development within the organization, an assessment of the base salaries of similarly situated executives with the peer group companies noted above, and internal parity with other executives. The base salary levels for each executive officer, and any increases or decreases to those levels, are reviewed and approved each year by the Compensation Committee. In fiscal 2025, the base salaries for our named executive officers were as follows:

  51. EXECUTIVE COMPENSATION

    Annual Cash Incentive Program Our Compensation Committee believes that annual performance-based cash bonuses play an important role in providing incentives to our executive officers to achieve annual performance goals. To that end, we have established an annual cash bonus program (the “Bonus Program”) in order to align executives’ goals with our financial, strategic and tactical objectives for the current year. Selected employees, including all of our named executive officers, are eligible to participate in the Bonus Program. Each participant in the Bonus Program is assigned a target annual cash bonus, generally expressed as a percentage of the participant’s base salary, the payment of which is conditioned on the achievement of certain performance goals and objectives established by the Compensation Committee. Bonuses paid under the Bonus Program, if any, may be based upon achievement of performance goals for two independent semi-annual performance periods, corresponding with the first and second half of the fiscal year, respectively (each, a “Performance Period”). The Compensation Committee generally sets the corporate performance goals at “target” levels the Compensation Committee believes are challenging, but reasonable, for management to achieve, with reduced or increased bonus opportunities for performance below or above, as the case may be, the targeted level. The Compensation Committee may also establish a maximum aggregate amount of bonuses that all participants will be eligible to receive during a Performance Period based on our earnings for the fiscal year as it may determine. If the bonus pool for a Performance Period is insufficient to fully fund the bonuses earned during the Performance Period, each participant’s bonus is ratably reduced. At the end of each Performance Period, the Compensation Committee determines the level of Company achievement with respect to the specified goals. The Compensation Committee retains discretion to make appropriate adjustments to the performance goals for the effects of events that were not anticipated in establishing the performance goals, to exclude one-time or non-recurring expenses in calculating achievement of performance goals, and to make other adjustments to the bonuses that otherwise would be payable based on actual performance. Final bonus levels are then based on those determinations and generally paid to the executives in the quarter following the completion of a Performance Period. For fiscal 2025, the Compensation Committee determined that annual bonuses would be based on achievement of specified levels of non-GAAP net income (defined as our earnings before interest, taxes, depreciation, amortization, and share-based compensation, excluding the impact of non-recurring charges or gains, consistent with the approach used for reporting non-GAAP net income (loss) in our quarterly earnings releases). The Compensation Committee believes non-GAAP net income is a good indicator of our success, given the market in which we compete. In addition, non-GAAP net income is a metric that management can calculate and communicate to employees throughout the fiscal year. If, at the end of the first two quarters of fiscal 2025, the Company was on pace to achieve at least the target level of non-GAAP net income for the fiscal year shown in the table below, the Compensation Committee could approve a partial bonus payment of up to 50% of a participant’s target annual bonus opportunity amount for the year (with the final bonus to be awarded at the end of the fiscal year to be reduced by the amount of any such partial payment). The non-GAAP net income target for the fiscal 2025 Bonus Program, which applied to all participants (including each of the named executive officers) was $16,591,000, and the payout percentages for the program are set forth in the table below (with the percentage determined by linear interpolation for performance between the levels indicated in the table).

  52. EXECUTIVE COMPENSATION

    | Non-GAAP Net Income (Percentage of Target Achieved) | Payout Percentage (% of Target Bonus) | | Below 75% | 0% | | 75% | 50% | | 100% | 100% | | 125% | 150% | | 150% | 200% |

  53. EXECUTIVE COMPENSATION

    Bonuses under the Bonus Program for fiscal 2025 were capped at 200% of target, and the target bonus pool for all bonuses awarded for fiscal 2025 was based on 50% of the Company’s non-GAAP net income for the fiscal year, and calculated before taking the bonuses into account. To the extent the total payout under the Bonus Program exceeded this bonus pool, the bonuses awarded under the program may be capped at the bonus pool amount. The Compensation Committee established the following target and maximum bonus amounts set forth below for the named executive officers under the Bonus Program.

  54. EXECUTIVE COMPENSATION

    | Name | Fiscal 2025 Base Salary | Target Bonus | | Maximum Payout | | | | | % of Salary | Dollars | % of Salary | Dollars | | Saleel Awsare | $500,000 | 100% | $500,000 | 200% | $1,000,000 | | Kurt Hoff | $375,000 | 50% | $187,500 | 100% | $375,000 | | Mathi Gurusamy | $375,000 | 50% | $187,500 | 100% | $375,000 |

  55. EXECUTIVE COMPENSATION

    In August 2025, the Compensation Committee determined that the Company achieved a non-GAAP net income for fiscal 2025 of approximately 33% of the target non-GAAP net income established for the Bonus Program. Because the performance threshold required for a bonus payout was not met, the Compensation Committee determined that no annual cash incentive bonuses were earned for fiscal 2025. Accordingly, each of the named executive officers received 0% of his target annual bonus opportunity. Equity Awards We believe that providing a significant portion of our executive officers’ total compensation opportunity in equity awards aligns the incentives of our executives with the interests of our stockholders and with our long-term success. By compensating our executives with our equity, executives receive a stake in our financial future and the values realized in the long term depend on the executives’ ability to drive our financial performance. Equity incentive awards are also a useful vehicle for attracting and retaining executive talent in a competitive market. In determining the equity awards to be granted to our executives, the Compensation Committee takes into account the executive’s equity ownership in the Company and the terms of the executive’s then-outstanding awards. Our Compensation Committee administers our equity incentive plans and establishes the terms for all awards granted thereunder, including grant guidelines, vesting schedules, and other provisions. Our annual equity awards to our executives include stock units that vest based on our achievement of specific performance goals as well as the executive’s continued service with the Company (“PSUs”), and stock units that vest solely based on continued employment over a multi-year period (“RSUs”). The Compensation Committee annually evaluates its equity compensation program to determine the types of awards to grant and the relative value to be allocated to each type of award. Types of Awards. A core feature of our long-term incentive program is the award of PSUs. PSUs vest based on Company performance and the executive’s continued service through the vesting period. We currently use two types of PSUs: (i) Financial PSUs that vest based on total revenue and non-GAAP EPS performance targets, and (ii) Relative TSR PSUs that vest based on our total shareholder return relative to the Russell Microcap Index over a three-year period. In addition, we also grant RSUs that vest based solely on continued service, providing a retention incentive regardless of stock price performance. The Compensation Committee reviews the mix of equity award types annually and may adjust the program to strengthen alignment with stockholder interests. As noted above, the Compensation Committee believes revenue and non-GAAP EPS (determined consistent with the approach used for reporting “Non-GAAP EPS” in our quarterly earnings releases) to be good indicators of our success, given the market in which we compete. In addition, they are metrics that management can calculate and communicate to employees. Using growth in total revenue as a performance measure in our PSUs aligns with our strategy of growth through acquisitions, and balances with the use of organic revenue (which incentivizes management to grow our existing business) as a performance measure under our Bonus Program. We use non-GAAP EPS because we believe the adjustments we make to our EPS for purposes of our incentive programs provide a more accurate picture of the value of our company than EPS computed in accordance with GAAP. In particular, we believe it is appropriate to exclude non-cash accounting charges for amortization of intangible assets (other than goodwill) from EPS as we believe our value, and the value of the companies in our industry we acquire, is not in the tangible property we own, but rather in the design and development of products which we then have other people build for us. As such, we believe deducting a non-cash expense from earnings would under-represent our core profitability. For fiscal 2025, the Compensation Committee determined that Mr. Awsare’s annual equity award would be allocated one-third to Financial PSUs, one-third to Relative TSR PSUs, and one-third to RSUs. The annual equity awards for the other named executive officers were allocated one-fourth to Financial PSUs, one-fourth to Relative TSR PSUs, and one-half to RSUs Grant of Fiscal 2025 Financial PSU Awards. In July 2024, the Compensation Committee approved an award of Financial PSUs to each of the named executive officers with the target number of Financial PSUs subject to these awards as follows: Mr. Awsare – 69,894 Financial PSUs, Mr. Hoff – 20,811 Financial PSUs, and Mr. Gurusamy – 20,005 Financial PSUs. The target number of Financial PSUs subject to each award was determined by dividing a dollar amount determined by the Compensation Committee (Mr. Awsare - $262,034, Mr. Huff - $78,021, and Mr. Gurusamy - $75,000) by the average closing price of our common stock over the last 30 trading days before July 1, 2024 (the last 30 trading days of the last full fiscal quarter prior to the quarter in which the grant was made). The vesting of each award is subject to the Company’s performance over each of fiscal 2025, fiscal 2026 and fiscal 2027 (as well as the executive’s continued employment with the Company), with one-third of the target number of Financial PSUs for the award allocated to fiscal 2025, one-third of the target number of Financial PSUs for the award allocated to fiscal 2026, and one-third of the target number of Financial PSUs for the award allocated to fiscal 2027. If the financial metrics for the specific year are not met, then the shares attributable to that year can no longer be subject to vesting. The percentage of the target number of Financial PSUs that vest for each performance period is determined based on both the Company’s revenue compound annual growth rate (“Revenue CAGR”) for the applicable period and the Company’s non-GAAP EPS compound annual growth rate (“Non-GAAP EPS CAGR”) for the performance period (with the Company’s revenue and non-GAAP EPS for each performance period measured against the results for the immediately preceding fiscal year). In no event will an award vest more than 200% of the target number of Financial PSUs subject to the award. When it approved these grants in May 2024, the Compensation Committee provided that the vesting percentage for the Financial PSUs allocated to each performance period would be determined in accordance with the following table (with the percentage determined by linear interpolation for performance between the levels indicated in the table):

  56. EXECUTIVE COMPENSATION

    | Financial PSU Payout Matrix | | Y/Y Revenue Growth | | | | | | >7% | >10% | >20% | | Y/Y | > 8% | 50% | 75% | 100% | | non-GAAP | >12% | 75% | 100% | 150% | | EPS Growth | >25% | 100% | 150% | 200% |

  57. EXECUTIVE COMPENSATION

    In August 2025, the Compensation Committee determined that the Company’s Revenue CAGR for fiscal 2025 was -23%, and the Company’s Non-GAAP EPS CAGR for fiscal 2025 was -65%. Accordingly, each of these named executive officers’ awards for fiscal 2025 vested as to 0% of the total target number of Financial PSUs subject to the award allocated to the fiscal 2025 performance period. Grant of Fiscal 2025 Relative TSR PSU Awards. In July 2024, the Compensation Committee approved an award of Relative TSR PSUs to each of the named executive officers, with the target number of TSR PSUs subject to these awards as follows: Mr. Awsare – 69,894 Relative TSR PSUs, Mr. Hoff – 20,811 Relative TSR PSUs, and Mr. Gurusamy – 20,005 Relative TSR PSUs. The target number of Relative TSR PSUs subject to each award was determined by dividing a dollar amount determined by the Compensation Committee (Mr. Awsare - $262,034, Mr. Huff - $78,021, and Mr. Gurusamy - $75,000) by the average closing price of our common stock over the last 30 trading days before July 1, 2024 (the last 30 trading days of the last full fiscal quarter prior to the quarter in which the grant was made). The vesting of each award will be determined solely based on the Company’s TSR for the three-year period commencing on July 1, 2024, relative to the TSRs for the companies in the Russell Microcap Index for that three-year period, with the award vesting as 50% of the target number of TSR PSUs if the Company’s relative TSR for the three-year period is at the 50th percentile and 200% if the Company’s relative TSR for the three-year period is at the 75th percentile or higher. If the Company’s relative TSR for the three-year period is between the 50th percentile and the 75th percentile, the vesting percentage will be determined by linear interpolation between the 50% and 200% levels, and no portion of the award will vest if the Company’s relative TSR for that period is below the 50th percentile. Vesting is also contingent on continued employment with the Company through the applicable vesting date. None of the fiscal 2025 Relative TSR PSU Awards vested during fiscal 2025 as performance is measured over the entire three-year performance period of the award. Grant of Fiscal 2025 RSU Awards. In July 2024, the Compensation Committee approved an award of RSUs to each of the named executive officers, with the number of RSUs subject to these awards as follows: Mr. Awsare – 69,894 RSUs, Mr. Hoff – 41.622 RSUs, and Mr. Gurusamy – 40,011 RSUs. The number of RSUs subject to each award was determined by dividing a dollar amount determined by the Compensation Committee (Mr. Awsare - $262,034, Mr. Huff - $156,042, and Mr. Gurusamy - $150,000) by the average closing price of our common stock over the last 30 trading days before July 1, 2024 (the last 30 trading days of the last full fiscal quarter prior to the quarter in which the grant was made). Each grant vests as to one-third of the RSUs on July 1, 2025 and the remaining two-thirds of the RSUs quarterly thereafter beginning on September 1, 2025 (so that the RSUs will be fully vested on June 1, 2027). Vesting of Mr. Awsare’s New-Hire Financial PSU Award During Fiscal 2025. During fiscal 2024, the Compensation Committee approved an award of 229,529 PSUs to Mr. Awsare as an inducement to him to commence employment with the Company, provide long-term retention incentives, and further align his interests with those of our stockholders. The number of shares subject to this award was determined by dividing a dollar amount specified in Mr. Awsare’s employment agreement ($1,025,000 for the target number of PSUs) by the average of the closing prices for a share of the Company’s common stock over the thirty consecutive trading days prior to Mr. Awsare’s start date with the Company. The vesting of the PSU award (with a target number of 235,127 shares) is subject to the Company’s performance over each of fiscal 2024, fiscal 2025 and fiscal 2026 (as well as the executive’s continued employment with the Company), with 16% of the target number of PSUs for the award allocated to fiscal 2024, 42% of the target number of PSUs for the award allocated to fiscal 2025, and 100% of the target number of PSUs for the award allocated to fiscal 2026 (and with the number of PSUs vested for fiscal 2025 and fiscal 2026 to be reduced by any PSUs that vested for a prior fiscal year). The award vests based on the Company’s Revenue CAGR and Non-GAAP EPS CAGR performance for the applicable fiscal year (with the vesting percentage for the portion of the award allocated to fiscal 2026 subject to adjustment based on the Company’s TSR for the entire three-year period covered by the award relative to the TSRs for the companies in the Russell Microcap Index for that period). In August 2025, the Compensation Committee determined that the Company’s Revenue CAGR for fiscal 2025 was -3%, and the Company’s Non-GAAP EPS CAGR for fiscal 2025 was -23% (which in each case was below the threshold performance level established for the award). Accordingly, no portion of Mr. Awsare’s Financial PSU award granted in fiscal 2024 vested for the fiscal 2025 performance period. Grant of Fiscal 2026 Equity Awards. In July 2025, the Compensation Committee approved the fiscal 2026 awards for our named executive officers, including 50% RSUs, 25% Financial PSUs, and 25% TSR PSUs. The Financial PSUs vest over a three-year period based on growth in the Company’s revenue (50%) and non-GAAP EPS (50%) during fiscal 2026 and the executive’s continued employment through the three-year vesting period. The Relative TSR PSUs vest based solely on the Company’s TSR for the three-year period consisting of fiscal 2026, fiscal 2027 and fiscal 2028 relative to the TSRs for the companies in the Russell Microcap Index. The RSUs and PSUs (if earned) are scheduled to vest in installments over a three-year period, subject to the executive’s continued employment. The number of RSUs and the target number of PSUs for these awards was determined based on the dollar values approved by the Compensation Committee (allocated for each executive as noted above) and converted into shares using the same methodology as described above for the fiscal 2025 grants. In approving these changes, the Compensation Committee believed they would help align our program more closely with the interests of our stockholders and be a more prudent use of our equity. Delegation to CEO of Certain Grant Authority. The Compensation Committee has delegated authority to our Chief Executive Officer to grant options and/or RSUs to selected newly-hired employees, other than executive officers and employees directly reporting to the Chief Executive Officer, within certain parameters established by the Compensation Committee. Management reports these new-hire award grants to the Compensation Committee. Benefits All of our executive officers are eligible to participate in our benefits programs offered to our employees generally, which include medical, dental and vision plans, our 2013 Employee Stock Purchase Plan, a 401(k) plan, tuition reimbursement, life insurance and short and long-term disability coverage. In designing our employee benefits program, we seek to provide an overall level of benefits that is competitive with that offered by similarly situated companies in the markets in which we operate based upon our general understanding of industry practices. The Company makes matching contributions under the 401(k) plan to each plan participant, including our executive officers, in an amount equal to 25% of the first 6% of salary deferred by the participant.

  58. EXECUTIVE COMPENSATION

    The Company has an executive physical program, under which Mr. Awsare was eligible to be reimbursed during fiscal 2025 up to $2,500 for the costs of an annual executive physical examination. With the exception of this annual executive physical program, it is our policy to not extend significant perquisites to executives that are not broadly available to our other employees, though the Company may provide additional benefits to newly-hired executive officers as an inducement to their joining the Company. Severance Arrangements The Company has entered into arrangements with each of the named executive officers to provide severance benefits upon certain terminations of their employment with the Company. These agreements are described in more detail below under “Severance and Change in Control Arrangements with Named Executive Officers.” Clawback Policy In accordance with SEC and Nasdaq requirements, the Board has adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. Tax Considerations Section 162(m) of the Internal Revenue Code generally prohibits a publicly-held company from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-established performance measures that were set by the Compensation Committee under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit. The Compensation Committee notes this deductibility limitation as one of the factors in its consideration of compensation matters. However, the Compensation Committee generally has the flexibility to take any compensation-related actions that it determines are in the Company’s and its stockholders’ best interest, including designing and awarding compensation for our executive officers that is not fully deductible for tax purposes. Risk Management Considerations Our Compensation Committee structures our executive compensation programs so as to appropriately reward executives for operating performance and growth without undue risk-taking and oversees, among other things, the assessment and management of risks related to the Company’s compensation plans and policies. The Compensation Committee has evaluated our compensation policies and programs and believes that our compensation policies and practices provide appropriate incentives and controls and are not reasonably likely to have a material adverse effect on the Company. Executive Stock Ownership Requirements The Board grants equity-based awards to members of senior management and encourages members of senior management to acquire and hold stock in the Company, to further align the interests of the executives with the stockholders. However, neither the Board nor the Compensation Committee has established formal stock ownership guidelines for the executive officers of the Company.

  59. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table sets forth, for the fiscal years indicated, the compensation paid to our named executive officers:

  60. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(4) | Total ($) | | Saleel Awsare(5) Chief Executive Officer | 2025 | 500,000 | 45,334 | 892,546 | — | — | 4,495 | 1,442,375 | | | 2024 | 298,077 | 90,666 | 5,488,377 | — | 204,167 | 5,006 | 6,086,293 | | Kurt Hoff(6) Chief Revenue Officer | 2025 | 344,077 | 33,334 | 340,884 | — | — | 6,230 | 724,525 | | | 2024 | 103,077 | 66,666 | 477,685 | — | 37,906 | 1,853 | 687,187 | | Mathi Gurusamy(7) Chief Product & Strategy Officer | 2025 | 340,212 | 25,000 | 327,685 | — | — | 5,406 | 698,303 | | | 2024 | 38,077 | 25,000 | 792,839 | — | — | 381 | 856,297 |

  61. Fiscal 2025 Summary Compensation Table

    | (1) The amounts reported in the “Bonus” column represent the installments of each named executive officer’s sign-on bonus that vested during the applicable fiscal year. The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the named executive officer’s annual bonus for the applicable fiscal year. |

  62. Fiscal 2025 Summary Compensation Table

    | (2) The dollar value of stock and option awards shown represents the grant date fair value determined in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions used in the calculations, see Note 6 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of our Form 10-K, which was filed with the SEC on August 29, 2025 (or, for awards granted prior to fiscal 2025, the corresponding note in the Form 10-K for that fiscal year). The material terms of these awards are described in the “Equity Awards” section of this proxy statement above. |

  63. Fiscal 2025 Summary Compensation Table

    | (3) A portion of the amounts reported in the “Stock Awards” column for each named executive officer for each fiscal year reflects the grant-date fair value of performance stock units granted to the executives during that fiscal year assuming the target level of performance conditions was achieved. These amounts were based on the probable outcome (as of the grant date) of the performance-based conditions applicable to the awards, as determined under generally accepted accounting principles. The following table presents the aggregate grant-date fair value of these performance-based awards granted in fiscal 2025 and 2024 included in the “Stock Awards” column for those years and the aggregate grant-date fair value of these awards assuming that the highest level of performance conditions was achieved. |

  64. Fiscal 2025 Summary Compensation Table

    | Name | Aggregate Grant Date Fair Value of Performance Awards (Fiscal 2025) | | Aggregate Grant Date Fair Value of Performance Awards (Fiscal 2024) | | | | Based on Probable Outcome as of the Grant Date ($) | Based on Maximum Performance ($) | Based on Probable Outcome as of the Grant Date ($) | Based on Maximum Performance ($) | | Saleel Awsare | 640,229 | 1,280,458 | 3,024,238 | 6,846,907 | | Kurt Hoff | 190,629 | 381,258 | 232,438 | 464,875 | | Mathi Gurusamy | 183,246 | 366,492 | 427,300 | 854,599 |

  65. Fiscal 2025 Summary Compensation Table

    | (4) The amounts reported for fiscal 2025 in this column for each of the named executive officers represent matching contributions under the Company’s 401(k) plan. |

  66. Fiscal 2025 Summary Compensation Table

    | (5) Mr. Awsare commenced employment with us on November 20, 2023. |

  67. Fiscal 2025 Summary Compensation Table

    | (6) Mr. Hoff commenced employment with us on March 4, 2024. |

  68. Fiscal 2025 Summary Compensation Table

    | (7) Mr. Gurusamy commenced employment with us on May 13, 2024. |

  69. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information concerning outstanding stock awards held by our named executive officers as of June 30, 2025. Our named executive officers did not hold any outstanding options as of that date.

  70. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Saleel Awsare | 11/20/2023 | 313,504(2) | 899,756 | — | — | | | 11/20/2023 | — | — | 70,538(3) | 158,717 | | | 11/20/2023 | — | — | 223,931(4) | 642,682 | | | 7/1/2024 | 69,894(5) | 200,596 | — | — | | | 7/1/2024 | — | — | 23,298(6) | 66,866 | | | 7/1/2024 | — | — | 34,947(7) | 100,298 | | Kurt Hoff | 3/5/2024 | 36,405(8) | 104,482 | — | — | | | 3/5/2024 | — | — | 21,602(4) | 61,977 | | | 7/1/2024 | 41,622(5) | 119,455 | — | — | | | 7/1/2024 | — | — | 6,937(6) | 19,909 | | | 7/1/2024 | — | — | 10,406(7) | 29,864 | | Mathi Gurusamy | 6/1/2024 | 63,798(9) | 183,100 | — | — | | | 6/1/2024 | — | — | 33,124(4) | 95,066 | | | 7/1/2024 | 40,011(5) | 114,832 | — | — | | | 7/1/2024 | — | — | 6,669(6) | 19,138 | | | 7/1/2024 | — | — | 10,002(7) | 28,707 |

  71. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) In accordance with applicable SEC regulations, the market value of the shares in each of these columns has been determined based on the closing price of our common stock on June 30, 2025, the last trading day of fiscal 2025, which was $2.87. |

  72. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) One-half of these RSUs will vest on each of November 1, 2025, and November 1, 2026. |

  73. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) This item represents the portion of an inducement award of Financial PSUs granted to the executive during fiscal 2024 that will be eligible to vest based on the Company’s financial performance during fiscal 2026. As the threshold performance level for the award was not achieved in fiscal 2025, in accordance with SEC requirements, the number of PSUs reported in the table reflects 30% of the total target number of shares subject to the award (i.e. the number of PSUs that would be eligible to vest for fiscal 2026 if the threshold performance levels were achieved). |

  74. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) This item represents an inducement award of PSUs granted to the executive during fiscal 2024 that will be eligible to vest based on the Company’s relative TSR over a three-year period commencing on the executive’s start date with the Company (i.e. November 20, 2023 for Mr. Awsare, March 4, 2025 for Mr. Hoff, and May 13, 2025 for Mr. Gurusamy). As performance was tracking below the threshold level for these awards as of June 30, 2025, the number of PSUs reported in the table reflects 50% of the total target number of shares subject to the award (i.e. the number of PSUs that would be eligible to vest at the end of the performance period if the threshold performance level were achieved). |

  75. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) These RSUs will vest according to the following schedule: one-third of the RSUs on July 1, 2025, with the remaining RSUs vesting ratably at the beginning of each of the 8 quarters thereafter, such that 100% of the RSUs will be fully vested on June 1, 2027. |

  76. Outstanding Equity Awards at 2025 Fiscal Year End

    | (6) This item represents the portion of an award of Financial PSUs granted to the executive during fiscal 2025 that will be eligible to vest based on the Company’s financial performance during fiscal 2026 and fiscal 2027. As the threshold performance level for the award was not achieved in fiscal 2025, in accordance with SEC requirements, the number of PSUs reported in the table reflects 50% of the total target number of shares allocated to fiscal 2026 and 2027 under the award (i.e. the number of PSUs that would be eligible to vest for fiscal 2026 and fiscal 2027 if the threshold performance levels for each year were achieved). |

  77. Outstanding Equity Awards at 2025 Fiscal Year End

    | (7) This item represents an award of Relative TSR PSUs granted to the executive during fiscal 2025 that will be eligible to vest based on the Company’s relative TSR over a three-year period consisting of fiscal 2025, fiscal 2026 and fiscal 2027. As performance was tracking below the threshold level for these awards as of June 30, 2025, the number of PSUs reported in the table reflects 50% of the total target number of shares subject to the award (i.e. the number of PSUs that would be eligible to vest at the end of the performance period if the threshold performance level were achieved). |

  78. Outstanding Equity Awards at 2025 Fiscal Year End

    | (8) These RSUs will vest ratably over the period of seven quarters beginning July 1, 2025, such that 100% of the RSUs will be fully vested as of March 1, 2027. |

  79. Outstanding Equity Awards at 2025 Fiscal Year End

    | (9) These RSUs will vest ratably over the period of eight quarters beginning July 1, 2025, such that 100% of the RSUs will be fully vested as of June 1, 2027. |

  80. Pay Versus Performance

    Pay Versus Performance The following summarizes the relationship between the total compensation paid to our Chief Executive Officer (“CEO”) and our other named executive officers and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our named executive officers other than our CEO are referred to as our “Non-PEO NEOs”):

  81. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for CEO #1 ($)(1)(2) | Compensation Actually Paid to CEO #1 ($)(3) | Summary Compensation Table Total for CEO #2 ($)(1)(2) | Compensation Actually Paid to CEO #2 ($)(3) | Summary Compensation Table Total CEO #3 ($)(1)(3) | Compensation Actually Paid to CEO #3 ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On LTRX TSR ($)(4) | LTRX Net Income ($ Millions)(5) | | 2025 | N/A | N/A | N/A | N/A | 1,397,041 | 113,669 | 711,414 | 437,200 | 53.35 | (11.373) | | 2024 | N/A | N/A | 973,215 | 584,664 | 6,086,293 | 4,071,910 | 749,491 | 576,850 | 65.99 | (4.52) | | 2023 | 1,348,502 | 446,463 | 823,914 | 760,771 | N/A | N/A | 843,633 | 737,446 | 78.25 | (8.980) |

  82. Pay Versus Performance

    | (1) During the periods covered, three executives served as CEO: (i) Paul Pickle (“CEO #1”) served from the beginning of fiscal year 2023 through his resignation on June 29, 2023; (ii) Jeremy Whitaker (“CEO #2”) served as Interim CEO for the remainder of fiscal year 2023 and during fiscal year 2024 through November 19, 2023; and (iii) Saleel Awsare (“CEO #3”) served for the remainder of fiscal year 2024 through the end of fiscal year 2025. For fiscal year 2023, our Non-PEO NEOs were Roger Holliday, former VP of Worldwide Sales, and Eric Bass, former VP of Engineering. For fiscal year 2024, our Non-PEO NEOs were Messrs. Bass and Holiday; Kurt Hoff, who served as VP of Worldwide Sales; and Mathi Gurusamy, who served as Chief Strategy Officer. For fiscal year 2025, our Non-PEO NEOs were Mr. Hoff, our Chief Revenue Officer; and Mr. Gurusamy, our Chief Product & Strategy Officer. |

  83. Pay Versus Performance

    | (2) For detail on the Summary Compensation Table total compensation for our CEOs for each fiscal year covered in the table, see the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the SEC following that fiscal year. The average compensation for the Non-PEO NEOs for fiscal year 2025 was calculated from the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for fiscal years 2023 and 2024 was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the SEC in calendar year 2023 and 2024, respectively. |

  84. Pay Versus Performance

    | (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our named executive officers (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the named executive officer’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each named executive officer: |

  85. Pay Versus Performance

    | • | Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, |

  86. Pay Versus Performance

    | • | Plus the fiscal year-end value of Lantronix option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, |

  87. Pay Versus Performance

    | • | Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Lantronix option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, |

  88. Pay Versus Performance

    | • | Plus the vesting date value of Lantronix option and stock awards which were granted and vested during the same covered fiscal year, |

  89. Pay Versus Performance

    | • | Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Lantronix option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, |

  90. Pay Versus Performance

    | • | Less, as to any Lantronix option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, |

  91. Pay Versus Performance

    | • | Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on Lantronix outstanding and unvested stock awards (no dividends or dividend equivalents are credited with respect to Lantronix options and, for other Lantronix awards, the crediting of dividend equivalents has been taken into account in determining the applicable fiscal year-end or vesting date value of the award), and |

  92. Pay Versus Performance

    | • | Plus, as to a Lantronix option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Lantronix option or stock awards held by the named executive officers were materially modified during the fiscal years covered by the table. |

  93. Pay Versus Performance

    In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for each CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO #1.

  94. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO #1 | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | | Summary Compensation Table Total | N/A | N/A | 1,348,502 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | N/A | N/A | (943,552) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | N/A | N/A | 0 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | N/A | N/A | 0 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | N/A | N/A | 0 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | N/A | N/A | 464,354 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | N/A | N/A | (422,841) | | Compensation Actually Paid | N/A | N/A | 446,463 |

  95. Pay Versus Performance

    The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO #2.

  96. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO #2 | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | | Summary Compensation Table Total | N/A | 973,215 | 823,914 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | N/A | (534,651) | (566,130) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | N/A | 434,921 | 527,422 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | N/A | (91,466) | (62,759) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | N/A | 0 | 0 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | N/A | (197,355) | 38,324 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | N/A | 0 | 0 | | Compensation Actually Paid | N/A | 584,664 | 760,771 |

  97. Pay Versus Performance

    The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO #3.

  98. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO #3 | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | | Summary Compensation Table Total | $1,397,041 | 6,086,293 | N/A | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (892,546) | (5,488,377) | N/A | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 588,042 | 3,473,993 | N/A | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (942,485) | 0 | N/A | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 0 | 0 | N/A | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (36,382) | 0 | N/A | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | 0 | 0 | N/A | | Compensation Actually Paid | 113,669 | 4,071,910 | N/A |

  99. Pay Versus Performance

    The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for a fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.

  100. Pay Versus Performance

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | | Summary Compensation Table Total | 711,414 | 749,491 | 843,633 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (334,285) | (491,971) | (664,030) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 230,272 | 425,140 | 627,287 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (134,682) | (48,850) | (38,865) | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 0 | 0 | 0 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (35,519) | (56,961) | (30,579) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | 0 | 0 | 0 | | Compensation Actually Paid | 437,200 | 576,850 | 737,446 |

  101. Pay Versus Performance

    | (4) LTRX TSR represents cumulative total stockholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2022 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last three fiscal years against the Company’s total stockholder return (calculated as described above) over that period of time. |

  102. Pay Versus Performance

    | (5) This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last three fiscal years against the Company’s net income for each of those years. |