DEF 14A of Accuray Inc, Oct 1, 2025

DEF 14A of Accuray Inc

Filed Oct 1, 2025 · FY20250001140361-25-036983

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 nine directors: three Class I directors, three Class II directors and three 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. Robert C. Kill, one of our Class I directors, is not standing for re-election at the Annual Meeting and his term will end at the Annual Meeting. We thank Mr. Kill for his service to our Company and Board. 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, 2025, and length of service on our Board.

  3. Classes of Our Board

    | Name | Term Expires | Age | Director Since | | Class I Directors/Nominees | | | | | Anne B. Le Grand | 2025 | 74 | 2020 | | Joseph E. Whitters | 2025 | 67 | 2018 | | Chan W. Galbato | —(1) | 62 | —(1) | | Class II Directors | | | | | Beverly A. Huss | 2026 | 65 | 2018 | | Mika Nishimura | 2026 | 62 | 2021 | | Byron C. Scott | 2026 | 62 | 2021 | | Class III Directors | | | | | James M. Hindman | 2027 | 64 | 2019 | | Steven F. Mayer | 2027 | 65 | 2025 | | Suzanne Winter | 2027 | 62 | 2022 |

  4. Classes of Our Board

    | (1) Mr. Galbato is not currently a member of our Board and has been nominated for election as a Class I nominee. If elected by stockholders at the Annual Meeting, he will serve as a Class I director with a term expiring at the 2028 annual meeting |

  5. 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.

  6. Director Nominees—Class I Directors

    Director Nominees—Class I Directors Our Board has nominated Ms. Le Grand and Messrs. Whitters and Galbato for election as Class I directors to serve until our 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each of the nominees other than Mr. Galbato is currently serving as a Class I director. 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. All nominees were recommended for approval by our Nominating and Corporate Governance Committee. Mr. Galbato was recommended for election to the Board by the non-management members of our Board. 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. Joseph E. Whitters has served as a member of our Board since July 2018. Mr. Whitters has been an advisor/consultant to Frazier Healthcare, 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). Whitters has served on the boards of directors and audit committees of various public companies, including Cutera, Inc., a global aesthetics device company, from February 2019 through June 2023; InfuSystem Holdings, Inc., a publicly traded provider of infusion pumps and related products and services, from April 2012 through May 2019; Analogic Corporation, a private healthcare and security technology solutions company, from October 2017 through June 2018; PRGX Global, Inc., a private provider of recovery audit and spend analytics services, from February 2013 to March 2021; Spark Networks, a private operator of premium online dating sites and mobile applications, from July 2021 to February 2024; and Air Methods Corp., a private 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. Chan W. Galbato has been Senior Advisor to Barington Capital Group, LP, a private investment firm, since March 2025, and Alvarez Marsal Holdings, LLC, a consulting firm, since August 2025. Previously, he was the Chief Executive Officer of Cerberus Operations and Advisory Company, LLC, the global operating platform of Cerberus Capital Management, a private investment company, from 2012 to 2024. Prior to joining Cerberus in 2009, Mr. Galbato served as President and Chief Executive Officer of the Controls Group of Invesys plc, a global technology company. Prior to that, he served as President of Services and of the commercial distribution arm of companies for The Home Depot; President and Chief Executive Officer of Armstrong Floor Products, a division of Armstrong World Industries; Chief Executive Officer of Choice Parts, a joint venture start-up; and President and Chief Executive Officer of Coregis Insurance Company, a GE Capital company. He spent fourteen years with General Electric Company, holding several operating and finance leadership positions within their various industrial divisions (including Transportation Systems, Aircraft Engines, Medical Systems and Appliances). Mr. Galbato has served on the boards of directors, audit committees, nominating and governance committees, compensation committees, finance committees and technology committees of various companies, including The Eastern Company, a publicly traded engineering and manufacturing company, since May 2025, NFI Group Inc., a publicly-traded multinational bus manufacturer, from January 2025 to April 2025; Albertsons Companies, Inc., a publicly traded food and drug retail company, from April 2021 to October 2024; Blue Bird Corporation, a publicly-traded manufacturer of school buses and specialty vehicles, from February 2015 to April 2023; Autoweb, Inc., a publicly-traded digital marketing company for the automotive industry, from January 2019 to May 2022; and Avon Products, Inc., a publicly-traded cosmetics and beauty company, from March 2016 to January 2020. Mr. Galbato holds a B.A. in Economics from the State University of New York and an M.B.A. from the University of Chicago. As a former Chief Executive Officer with significant experience in running multinational businesses and finance as well as his public company board experience, Mr. Galbato will bring to our Board extensive experience in leadership, governance, business development, operations and strategy.

  7. Continuing Directors—Class II and Class III Directors

    Continuing Directors—Class II and Class III Directors 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 public medical robotics company, since October 2022; Infusystems Holdings, Inc, a national healthcare service provider since May 2024; Iridex Corporation, a public medical device company, since March 2022; Ancora Heart, Inc., a privately-held medical device company developing heart failure treatments, since June 2021; and Clarius Mobile Health, an inventor of high-definition handheld ultrasound systems, since October 2024. Her prior private company board experience includes Pagonia; Coala Life, Inc.; Artes Medical, Inc.; Madorra 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. Ms. Huss has National Association of Corporate Directors (“NACD”) certification. 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 private 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; a board advisor to Tristel, plc, a UK public medical technology company, since January 2021; and a board member of NEC Corporation, a publicly listed Japanese company leveraging its IT, AI, and communication technologies since June 2025. 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 and commercial development. Byron C. Scott has served as a member of our Board since February 2021. Dr. Scott has served as the interim Chief Operating Officer at Direct Relief, a nonprofit humanitarian aid organization, since January 2024. He was interim Chief Executive Officer at Direct Relief from January 2025 to April 2025. Dr. Scott previously served on the Board of Directors at Direct Relief from June 2016 to January 2024. Dr. Scott has served as Adjunct Faculty at the University of Massachusetts, Amherst, Isenberg School of Management since 2016 and Adjunct Faculty at Jefferson University, College of Population Health since December 2019 where he teaches healthcare quality, patient safety, and performance improvement. Dr. Scott served as Adjunct, Associate Professor at New York University Stern School of Business from January 2023 to December 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 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. In addition, Dr. Scott also currently serves as Board Trustee, and member of the Quality, Patient Safety, and Medical Affairs Committee of the Board of Directors at Rady Children’s Hospital San Diego and Board Trustee for Rady Children’s Health. 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 NACD and a CERT Cybersecurity Oversight Certification issued by Carnegie Mellon University and NACD. 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.

  8. Continuing Directors—Class II and Class III Directors

    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. 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; Sienna Biopharmaceuticals, Inc., a public clinical-stage medical dermatology and aesthetics company, from August 2018 to December 2019; Urovant Sciences, Inc., a private biopharmaceutical company, from June 2020 to March 2023; and Amolyt Pharma SAS, a private company specializing in developing therapeutic peptides for endocrine and metabolic disease, from July 2021 to July 2024. 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 private 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. 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. Steven F. Mayer has served as a member of our Board since June 2025. Mr. Mayer has served as Chairman of the Operations Advisory Counsel and Senior Advisor to the private credit group of TCW, a $200 billion investment group, since 2023; a senior strategic advisor to Red Arts Capital, a private equity firm focused on supply chain investments, since 2024; Chairman and Co-founder of 9Squared, LLC, a technology company, since 2023; and Chief Executive Officer of Dedication Capital, LLC, a privately held investment vehicle, since 2018. Previously, Mr. Mayer was the Executive Chairman of Grifols, SA, a publicly traded global healthcare company, from 2022 to 2023 and Senior Managing Director, Co-Head of Global Private Equity, and Chairman of the Investment Committee of Cerberus Capital Management, L.P. from 2002 to 2018. Mr. Mayer currently serves on the Board of Directors of Pace Industries Holdings, LLC, a privately held die cast manufacturer in North America; the holding company of Landmark Structures I, LP, a privately held engineering and contracting company in North America; and 9Squared LLC, an early stage, privately held technology company, and previously served on the Boards of Directors of Grifols, SA, a global healthcare company, from June 2011 to February 2023 and Knowles Corporation, a manufacturer of specialty electronic components, from May 2019 through October 2019. Mr. Mayer holds a J.D. from Harvard Law School and a B.A. in public and international affairs from Princeton University. Mr. Mayer was appointed to our Board in connection with the Company’s debt refinancing in June 2025 pursuant to the terms of the Governance Agreement dated June 6, 2025, by and between the Company and TCW Asset Management Company LLC. As a former private equity executive and member of the boards of directors of more than 30 public and private companies spanning a range of industries including medical technology and biotherapeutics, Mr. Mayer brings to our Board extensive management, financial, strategic, operations and governance experience.

  9. Executive Summary

    | • | Achieved revenue of $459 million for fiscal year 2025, which was 87% of the pre-established target level under our cash incentive plan (the “Company Bonus Plan”) for fiscal 2025; |

  10. Executive Summary

    | • | Generated orders (net of cancellations) of $288 million for fiscal year 2025, which was 97% of the pre-established target level under our Company Bonus Plan for fiscal 2025; and |

  11. Executive Summary

    | • | Achieved adjusted EBITDA (excluding bonus accrual) of $28.8 million for fiscal year 2025, which was 65% of the pre-established target level under our Company Bonus Plan for fiscal 2025. |

  12. Executive Summary

    | Base Salaries | • After considering individual performance, competitive market data and retention, certain of our NEOs received base salary increases of up to 4%. | | Cash Incentive Awards | • Under the Company Bonus Plan, orders (net of cancellations), revenue and adjusted EBITDA were the performance objectives for fiscal 2025. • Based on our performance with respect to such performance objectives, as well as the fact that the Company would not be in compliance with the debt covenants in effect at the beginning of fiscal 2025 and to reduce operating expenses and conserve cash in light of uncertain macroeconomic environment due to tariffs, the Compensation Committee and our Board determined not to pay cash incentive awards for fiscal 2025. | | 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 (consisting of base salary, target cash incentive, and equity awards) 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 2025 annual “refresh” equity awards, 50% of the grant date fair value of the mix of our NEOs’, including our CEO’s, fiscal 2025 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 132,075 shares to 187,500 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 518,867 shares of our common stock and an RSU award for 518,867 shares of our common stock. |

  13. 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 2025, 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 prior years 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 2025 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 2025 target and realized direct compensation for our NEOs among base salary, cash incentive award opportunities and long-term incentive compensation in the form of equity awards. None of the “at-risk” cash compensation subject to bonus pool funding under our Company Bonus Plan and performance-based equity compensation of our NEOs were earned in fiscal 2025 as a result of generally below-threshold achievement of the applicable pre-established performance objectives, and the decision by the Compensation Committee and the Board not to pay cash incentive awards subject to bonus pool funding under the Company Bonus Plan for fiscal 2025. 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 2025 Summary Compensation Table under “Executive Compensation” below. Realized compensation includes base salary paid, cash bonuses paid, and the value of equity awards granted prior to, but vesting in, fiscal 2025.

  14. What Guides Our Program

    Consistent with this philosophy, a significant portion of our NEOs’ target total direct compensation in fiscal 2025 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 2025:

  15. 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 Excessive 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 Change in Control Excise Tax Gross Ups | | ✔ | Independent Compensation Committee | ✘ | No Current Equity Compensation Plans with “Evergreen” Provisions | | | | ✘ | No Guaranteed Base Salary Increases | | | | ✘ | No Compensation Committee Interlock |

  16. 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. |

  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 Change in Control Excise Tax “Gross-Ups.” We do not provide change in control excise tax “gross-ups” to our executive officers under any circumstances. |

  21. What Guides Our Program

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

  22. 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 any cash incentive award payout for our CEO in light of the previously established performance objectives.

  23. 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 2025. Exequity advised the Compensation Committee with respect to trends in executive compensation, the development of the Compensation Peer Group (as defined below) for fiscal 2025, 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 2025. 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.

  24. Compensation Peer Group

    Compensation Peer Group For fiscal 2025, 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 2024 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 19 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. Changes to the Compensation Peer Group from the prior year included the removal of three companies, Cardiovascular Systems, Inc., Surgalign Holdings, Inc., and ViewRay, Inc., due to acquisition or bankruptcy. Cue Health, Inc., Glaukos Corporation, Inari Medical, Inc., Inspire Medical Systems, Inc., iRhythm Technologies, Inc., and Nevro Corp. were added to the Compensation Peer Group, as each such company generally fit within the criteria used for fiscal 2025. The Compensation Peer Group for fiscal 2025 was approved by the Compensation Committee in March 2024. The criteria used to develop the fiscal 2025 Compensation Peer Group included the following: Primary Factors:

  25. Compensation Peer Group

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

  26. Compensation Peer Group

    | • | Competitors for executive talent; |

  27. Compensation Peer Group

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

  28. Compensation Peer Group

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

  29. Compensation Peer Group

    | • | Headcount of approximately 0.5 to 3.5 times our own; and |

  30. Compensation Peer Group

    | • | Headquartered in the United States. |

  31. Compensation Peer Group

    The fiscal 2025 Compensation Peer Group is set forth below:

  32. Compensation Peer Group

    | AngioDynamics, Inc. | Inari Medical, Inc. | Orthofix Medical Inc. | | Artivion, Inc. | Inogen, Inc. | RadNet, Inc. | | Avanos Medical, Inc. | Inspire Medical Systems, Inc. | Tactile Systems Technology, Inc. | | CONMED Corporation | iRhythm Technologies, Inc. | Tandem Diabetes Care, Inc. | | Cue Health Inc. | Lantheus Holdings, Inc. | Varex Imaging Corporation | | Cutera, Inc. | Merit Medical Systems, Inc. | | | Glaukos Corporation | Nevro Corp. | |

  33. Compensation Peer Group

    The following table summarizes our relative positioning to the fiscal 2025 Compensation Peer Group when the Compensation Committee conducted its annual review of our executive compensation program during fiscal 2024.

  34. Compensation Peer Group

    | Criteria | Accuray FY 2024 | Target for Peer Group | 2025 Peer Group Median (Data as of 1/31/24) | | Revenue ($MM) | $447 | 0.5x – 2.5x | $473 | | Market Capitalization ($MM) | $251 | 0.5x – 3.0x | $894 | | Employees | 1024 | 0.5x – 3.5x | 1092 |

  35. 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 2025, establishing target cash incentive award opportunities and granting equity awards (and with respect to our CEO, recommending such elements of compensation for approval by the independent members of our Board), 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.

  36. 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 2025, 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.

  37. Fiscal 2025 Executive Compensation Program

    The annual base salaries earned and paid to our NEOs are reported in the Fiscal 2025 Summary Compensation Table under “Executive Compensation” below. Cash Incentives Funded by Bonus Pool Under the Company Bonus Plan Typically, the cash incentive awards under our Company Bonus Plan serve to reinforce our performance-based culture. The Compensation Committee believes in providing our executive officers, including our NEOs, with a target incentive compensation opportunity near market median and target total cash compensation opportunity above the market median tied to the achievement of challenging, pre-established corporate performance objectives that are aligned with our business strategy. Historically, due to the challenging nature of the objectives that the Compensation Committee established, payouts under our Company Bonus Plan have averaged approximately 57% of their target level from fiscal 2013 through fiscal 2024, excluding fiscal 2020, where cash incentive awards were eliminated for such fiscal year due to the COVID-19 pandemic. As with base salary, each executive officer’s target cash incentive award opportunity is set with reference to his or her performance over the previous fiscal year as evaluated by our CEO or, in the case of our CEO, the independent members of our Board, his or her experience and responsibilities, the critical nature of his or her position relative to our success, our retention needs, the Relevant Market Data, and our CEO’s recommendation with respect to our other NEOs. At the beginning of the fiscal year, the Compensation Committee reviewed and approved the corporate performance objectives and related target levels for the fiscal 2025 cash incentive awards, as discussed in further detail below under “Fiscal 2025 Company Bonus Plan Performance Objectives” and “Fiscal 2025 Company Bonus Plan Payouts.” Achievement of these corporate performance objectives at requisite levels would result in funding the bonus pool for payout of bonuses to participating employees, including our NEOs. The Compensation Committee approved the cash incentive award payout for each executive officer, including our NEOs, but excluding our CEO, whose target cash incentive award opportunity and payout was reviewed and approved by the independent members of our Board. The table below sets forth, for fiscal 2025, the target cash incentive award opportunity for each of our NEOs as a percentage of base salary and in absolute dollars.

  38. Fiscal 2025 Company Bonus Plan Target Cash Incentive Award Opportunities

    Fiscal 2025 Company Bonus Plan Target Cash Incentive Award Opportunities

  39. Fiscal 2025 Company Bonus Plan Target Cash Incentive Award Opportunities

    | | Fiscal 2025 | | | Named Executive Officer | (%) | ($)(1) | | Suzanne Winter(2) | 100 | 695,264 | | Ali Pervaiz | 70 | 316,633 | | Sandeep Chalke(3) | 75 | 390,971 | | Jesse Chew | 70 | 331,162 |

  40. Fiscal 2025 Company Bonus Plan Target Cash Incentive Award Opportunities

    | (1) Target cash incentive awards under the Company Bonus Plan for fiscal 2025 are calculated based upon each NEO’s base salary, as defined in the Company Bonus Plan. |

  41. Fiscal 2025 Company Bonus Plan Target Cash Incentive Award Opportunities

    | (2) Ms. Winter took a medical leave of absence from the Company from September 3, 2024 through October 15, 2024 (the “Interim Period”). Her target cash incentive award opportunity was calculated based on the salary earned by Ms. Winter during the fiscal year. |

  42. Fiscal 2025 Company Bonus Plan Target Cash Incentive Award Opportunities

    | (3) In connection with his appointment as Interim CEO, Mr. Chalke’s target cash incentive award opportunity was increased to 100% during the Interim Period, after which it reverted back to 75%. |

  43. Fiscal 2025 Company Bonus Plan Performance Objectives

    Fiscal 2025 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 2025, these cash incentive awards were designed to reward our executive officers, including our NEOs, based on our financial performance. In establishing the fiscal 2025 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 for these incentive awards 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, 2025; provided, however, that such funding will be automatically adjusted to the extent required to maintain compliance with the financial covenants set forth in any credit facility of the Company. Accordingly, if the bonus pool did not fund, no executive officer would be entitled to any cash incentive award payout tied to such bonus pool 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 would provide 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, reduce or eliminate any individual award payout, including for individual performance in accordance with the terms of the Company Bonus Plan. For fiscal 2025, 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 2025, as well as the actual performance attained, were as follows:

  44. Fiscal 2025 Company Bonus Plan Performance Objectives

    | Performance Objective | Weighting | Threshold | Target | Maximum | Actual Results | %Plan Attained | %Weighted Funding(1) | | Orders (net of cancellations)(2) | 30% | $298.7 million | $331.9 million | $365.1 million | $288 million | 97 | 0 | | Revenue | 35% | $437.0 million | $475.0 million | $498.8 million | $459 million | 87 | 27 | | Adjusted EBITDA | 35% | $37.1 million | $44.5 million | $52.0 million | $28.8 million | 65 | 0 |

  45. Fiscal 2025 Company Bonus Plan Performance Objectives

    | (1) Such weighted funding for fiscal 2025 was further reduced by our Compensation Committee and Board given that the Company would not have been compliant with the debt covenants in effect at the beginning of fiscal 2025 and to reduce operating expenses and conserve cash in light of the uncertain macroeconomic environment due to tariffs. |

  46. Fiscal 2025 Company Bonus Plan Performance Objectives

    | (2) If we do not meet or exceed the threshold metric for the Adjusted EBITDA objective, the payout under the orders objective will not exceed the target payout level of 100%. |

  47. Fiscal 2025 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 fact that the Company would not have been compliant with the debt covenants in effect at the beginning of fiscal 2025 and to reduce operating expenses and conserve cash in light of the uncertain macroeconomic environment due to tariffs, our Board and our Compensation Committee decided not to pay out cash incentive awards for fiscal 2025 and as a result no Company Bonus Plan payouts were made to our NEOs for fiscal 2025. Supplemental Targeted Performance Incentives In addition to the above cash incentive awards funded by the bonus pool under the Company Bonus Plan, in November 2024 our Board approved supplemental targeted cash incentives to each of Ms. Winter, Mr. Pervaiz and Mr. Chalke, in fixed amounts (and not as a percentage of base salary) of $75,000, $50,000 and $50,000, respectively, subject to attainment of specified performance goals. The Board believed these additional bonus opportunities were appropriate in order to further focus these executives’ attention on specific initiatives that the Board believed were important for accelerating the Company’s business growth during the fiscal year. These awards were established under the Company Bonus Plan but were funded separately from the bonus pool for the cash incentive opportunities for employees described above. The performance criteria for each such NEO are summarized in the following table:

  48. Fiscal 2025 Company Bonus Plan Performance Objectives

    | Named Executive Officer | Fiscal 2025 Supplemental Targeted Performance Incentives – Performance Goals | | Suzanne Winter | • A specified level of fiscal 2025 revenue for a certain region • A specified level of installed base systems in a certain region as of the last day of fiscal 2025 (together with the first bullet point, the “Commercial Goals”) • Successful completion of a debt refinancing • Certain quality goals relating to audit (together with the bullet point immediately above, the “Capital Structure/Audit Goals”) | | Ali Pervaiz | • Successful completion of a debt refinancing • Certain quality goals relating to audit | | Sandeep Chalke | • A specified level of fiscal 2025 revenue for a certain region • A specified level of installed base systems in a certain region as of the last day of fiscal 2025 |

  49. Fiscal 2025 Company Bonus Plan Performance Objectives

    For Ms. Winter, $50,000 was payable upon achievement of the Commercial Goals and $25,000 was payable upon achievement of the Capital Structure/Audit Goals; for Mr. Pervaiz, $50,000 was payable on achievement of all of the performance goals applicable to such NEO; and for Mr. Chalke, $25,000 was payable upon achievement of each performance goal applicable to such NEO. These goals were seen as challenging but attainable based on adept execution of the Company’s business strategy. Payouts approved under these supplemental targeted bonuses were as shown in the table below; following the Compensation Committee’s determination that each of the Capital Structure/Audit Goals as well as the goal related to installed base systems were achieved and the goal related to a specified level of fiscal 2025 revenue was not achieved. While the Board did not consider these supplemental targeted bonus opportunities to be material compensation for the NEOs, the Board believed that providing such incentives was important for additional incentive as discussed above and to recognize the NEOs’ focused efforts towards achieving these targeted initiatives.

  50. Fiscal 2025 Supplemental Bonus Plan Payouts

    Fiscal 2025 Supplemental Bonus Plan Payouts

  51. Fiscal 2025 Supplemental Bonus Plan Payouts

    | | Fiscal 2025 | | Named Executive Officer | ($)(1) | | Suzanne Winter | 25,000 | | Ali Pervaiz | 50,000 | | Sandeep Chalke | 25,000 |

  52. Fiscal 2025 Supplemental Bonus Plan Payouts

    Transaction Bonus In June 2025, the Compensation Committee considered the significant efforts by Mr. Chew toward the Company’s successful completion of a debt refinancing during fiscal 2025. The Compensation Committee approved a transaction bonus of $50,000 for him in recognition of such performance and given that, despite such significant contributions, Mr. Chew had not been eligible for and did not receive a supplemental targeted bonus. The Compensation Committee did not consider this discretionary bonus to be material compensation for Mr. Chew but believed that providing such bonus was important for recognizing his contributions similarly to the contributions of the supplemental targeted bonus recipients. Long-Term Incentive Compensation We believe that long-term incentive compensation in the form of equity awards promotes 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.

  53. Fiscal 2025 Annual “Refresh” Equity Awards

    Fiscal 2025 Annual “Refresh” Equity Awards For fiscal 2025, 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 2024 to our executive officers (including our NEOs) with an equal mix of 50% PSU awards and 50% RSU awards, which is consistent with the mix of awards used for fiscal 2024. 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 2027 require the Company to achieve (i) total revenue, which is weighted at 50%, (ii) adjusted EBITDA, which is weighted at 30%, and (iii) total global system install base, which is weighted at 20%, 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 as well as a straight-line slope from such target to 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 adjusted EBITDA will be calculated by the Company in its reasonable discretion, subject to review and approval by the Compensation Committee. 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 2025, 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, including without limitation stockholder dilution, determined the equity awards to be granted for each executive officer as set forth below. For Mr. Chalke, the RSU award and PSU award granted to him were based on his role as Chief Commercial Officer and not as Interim CEO. The Interim Period concluded prior to the grants of these awards. Mr. Chew received awards with a value greater than the prior fiscal year in recognition of individual performance as well as for retention concerns. 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. In fiscal 2025, 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 2025):

  54. Fiscal 2025 Annual “Refresh” Equity Awards

    | Name | Grant Date | Number of Shares Subject to RSUs (#)(1) | Number of Shares Subject to PSUs (#)(2) | | Suzanne Winter | 11/29/2024 | 518,867 | 518,867 | | Ali Pervaiz | 11/29/2024 | 132,075 | 132,075 | | Sandeep Chalke | 11/29/2024 | 150,943 | 150,943 | | Jesse Chew | 11/29/2024 | 187,500 | 187,500 |

  55. Fiscal 2025 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 shares subject to the award vesting on the first anniversary of the grant date and an additional 33 1/3% of the shares 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. |

  56. Fiscal 2025 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 three-year performance period that ends on the last day of fiscal 2027, 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 as well as a straight-line slope from such target to a maximum of 150% of the target number of shares vesting at the maximum achievement level, subject to the applicable NEO’s continued service with the Company. |

  57. Fiscal 2025 Annual “Refresh” Equity Awards

    The equity awards granted to our NEOs in fiscal 2025 are reported in the Fiscal 2025 Summary Compensation Table under “Executive Compensation” below.

  58. Previously Granted Performance Stock Units

    Previously Granted Performance Stock Units In fiscal 2023, the Compensation Committee and, in the case of our CEO, the Board, approved, as part of the annual “refresh” equity awards for that year, PSUs for our executive officers, including our NEOs. This provided for the grant of PSUs to our executive officers that would 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 were measured at the end of fiscal 2025 and required the Company to achieve (i) total revenue, which was weighted at 75%, and (ii) adjusted EBITDA margin, which was weighted at 25%, at certain rigorous, pre-determined threshold, target or maximum levels. The target level for the total revenue goal was $539.7 million and the target level of the adjusted EBITDA margin goal was 11.0%. 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 as well as a straight-line slope from such target to a maximum of 150% of the target shares vesting at the maximum achievement level, all upon certification of such achievement by the Compensation Committee. With respect to such PSU awards granted in fiscal 2023, the Compensation Committee determined that the performance goals were not met and, accordingly, the shares with respect to such PSU awards were cancelled.

  59. 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 2025, 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 On November 9, 2023, our Compensation Committee approved an executive compensation recovery (“clawback”) policy, which applies to certain incentive-based compensation that is received on or after October 2, 2023. The clawback policy applies to all of our executive officers, and any individual who is or was ever designated as an officer by our Board. To the extent permitted by applicable law and subject to certain limited exceptions, the clawback policy requires such individuals to repay to us certain recoverable incentive compensation if (i) we are required to prepare an accounting restatement of our financial statements as a result of a material noncompliance with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”); (ii) the individual served as an officer at any time during the performance period applicable to such compensation; and (iii) such individual received such compensation (meaning generally that the applicable performance measures were attained) after having become an officer, on or after October 2, 2023, and during the three completed fiscal years immediately preceding the earliest to occur of the date our Board, a committee of the Board or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. Recoverable incentive compensation is defined in the clawback policy but generally includes any incentive-based compensation that was granted, earned or vested based wholly or in part upon attainment of any financial reporting measure (including any stock price or total stockholder return measure), to the extent the compensation amount exceeds the amount that would have been received if determined in accordance with the restated financial statements. To date, there has been no recovery or repayment of compensation from executive officers pursuant to the clawback policy. In addition, the Company Bonus Plan, the 2016 Plan, and the 2026 Plan (which is subject to stockholder approval pursuant to Proposal Two above) each include a compensation recovery (“clawback”) provision. Under the 2016 Plan, in the absence of a clawback policy of ours that applies to the equity award), 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 or material reduction. If our Board determines that an executive officer has engaged in misconduct, or otherwise violated our Code of Conduct and Ethics with respect to a restatement, and that such misconduct or violation contributed to the restatement, then our Board may, in its discretion, take appropriate action to remedy the misconduct or violation, such as 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, to the extent not prohibited by governing law. If the Board determines that an executive officer has engaged in knowing or reckless misconduct or otherwise violated the Company’s Code of Conduct and Ethics with respect to a material reduction in publicly disclosed backlog figures and that such misconduct or violation led to the improper inclusion of a proposed system sale in publicly disclosed backlog, then our Board shall, in its discretion, take appropriate action to remedy the misconduct or violation, such as 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 materially reduced backlog figures, to the extent not prohibited by governing law. Under the Company Bonus Plan, these clawback provisions apply in addition to the provisions of the Company’s Clawback Policy. The 2026 Plan provides that awards under that plan will be subject to any applicable compensation recoupment policy that we adopt from time to time as required by law, any clawback policy in effect when the award is granted, and any other clawback that is necessary or appropriate to comply with applicable laws. In addition, the administrator of the 2026 Plan may specify in an award agreement that the award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursements or reacquisition upon certain specified events, in addition to any otherwise applicable vesting or performance requirements. These events may include without limitation, termination for cause or any action or inaction by the participant that would constitute cause for termination. 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 via unanimous written consent at the end of the month of the employee’s first day of employment or at the first meeting of the Compensation Committee in the month following an employee’s first day of employment.

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

    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

  61. 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 2025 Summary Compensation Table below. Employment, Change in Control and Severance Arrangements Effective February 3, 2025, to make minor updates and to update for any changes in applicable laws, our Board and Compensation Committee approved, and we entered into amended and restated executive employment agreements with each of our then-current executive officers, including Messrs. Pervaiz, Chalke, and Chew 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 in the event of a termination of his or her employment under certain qualifying 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, or using our proprietary information to solicit our employees, customers or other business partners. These post-employment compensation arrangements were provided for the following reasons:

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

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

  63. 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 |

  64. 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.

  65. 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.

  66. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table sets forth the compensation for each of fiscal years 2025, 2024, and 2023 paid to and earned by the following persons, who we refer to as our Named Executive Officers or (“NEOs”):

  67. Fiscal 2025 Summary Compensation Table

    | • | two (2) individuals who served as our principal executive officer during fiscal 2025; and |

  68. Fiscal 2025 Summary Compensation Table

    | • | our two other most highly compensated executive officers who were serving as executive officers at the end of fiscal 2025. |

  69. Fiscal 2025 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 | 2025 | 695,264 | — | 2,314,147 | — | 25,000(5) | 7,708 | 3,042,119 | | | 2024 | 725,000 | — | 2,708,486 | — | 72,500 | 10,053 | 3,516,039 | | | 2023 | 652,500 | — | 1,614,170 | — | 358,875 | 10,144 | 2,635,689 | | Ali Pervaiz, Senior Vice President, Chief Financial Officer | 2025 | 452,333 | — | 589,055 | — | 50,000(6) | 6,525 | 1,097,913 | | | 2024 | 444,863 | — | 689,432 | — | 31,140 | 11,346 | 1,176,781 | | | 2023 | 425,934 | — | 484,251 | — | 163,984 | 11,201 | 1,085,370 | | Sandeep Chalke, Senior Vice President, Chief Commercial Officer | 2025 | 491,458 | — | 673,206 | — | 25,000(7) | 9,670 | 1,199,334 | | | 2024 | 459,000 | — | 787,922 | — | 34,425 | 11,561 | 1,292,908 | | | 2023 | 458,481 | 350,395(8) | 524,595 | — | — | 17,301 | 1,350,773 | | Jesse Chew, Senior Vice President, Chief Legal Officer and Corporate Secretary | 2025 | 473,088 | 50,000(9) | 836,250 | — | — | 9,074 | 1,368,412 | | | 2024 | 457,600 | — | 689,432 | — | 32,032 | 10,560 | 1,189,623 | | | 2023 | 454,892 | — | 484,251 | — | 156,352 | 9,955 | 1,105,450 |

  70. Fiscal 2025 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. |

  71. Fiscal 2025 Summary Compensation Table

    | (2) The amounts reported in these columns represent the aggregate grant date fair value of 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 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, 2025 filed with the SEC on August 28, 2025. |

  72. Fiscal 2025 Summary Compensation Table

    For fiscal years 2025, 2024 and 2023, 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, $1,157,073 for the PSUs granted in fiscal 2025, $1,354,243 for the PSUs granted in fiscal 2024, and $807,085 for the PSUs granted in fiscal 2023, (ii) in Mr. Pervaiz’s case, $294,527 for the PSUs granted in fiscal 2025, $344,716 for the PSUs granted in fiscal 2024, and $242,126 for the PSUs granted in fiscal 2023, (iii) in Mr. Chalke’s case, $336,603 for the PSUs granted in fiscal 2025, $393,961 for the PSUs granted in fiscal 2024, and $262,298 for the PSUs granted in fiscal 2023, and (iv) in Mr. Chew’s case, $418,125 for the PSUs granted in fiscal 2025, $344,716 for the PSUs granted in fiscal 2024, and $242,126 for the PSUs granted in fiscal 2023. 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, $1,735,610 for the PSUs granted in fiscal 2025, $2,031,364 for the PSUs granted in fiscal 2024, and $1,210,628 for the PSUs granted in fiscal 2023, (ii) in Mr. Pervaiz’s case, $441,791 for the PSUs granted in fiscal 2025, $517,074 for the PSUs granted in fiscal 2024, and $363,188 for the PSUs granted in fiscal 2023, (iii) in Mr. Chalke’s case, $504,904 for the PSUs granted in fiscal 2025, $590,942 for the PSUs granted in fiscal 2024, and $393,446 for the PSUs granted in fiscal 2023, and (iv) in Mr. Chew’s case, $627,188 for the PSUs granted in fiscal 2025, $517,074 for the PSUs granted in fiscal 2024, and $363,188 for the PSUs granted in fiscal 2023. 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.

  73. Fiscal 2025 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. For fiscal 2024, our NEOs, including our CEO, all elected to voluntarily forgo receipt of their fiscal 2024 cash incentive awards and as a result, no amounts were paid with respect to non-equity incentive plan compensation in fiscal 2024. |

  74. Fiscal 2025 Summary Compensation Table

    | (4) The amounts reported in the “All Other Compensation” column for fiscal 2025 consist of the following: |

  75. Fiscal 2025 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 | 6,923 | 785 | — | | Ali Pervaiz | 4,818 | 708 | 1,000 | | Sandeep Chalke | 7,950 | 720 | 1,000 | | Jesse Chew | 8,339 | 735 | — |

  76. Fiscal 2025 Summary Compensation Table

    | (5) Represents $25,000 paid to Ms. Winter in connection with achievement of specific, supplemental goals set forth under the Company Bonus Plan. These awards were established under the Company Bonus Plan but were funded separately from the bonus pool for the cash incentive opportunities for employees. |

  77. Fiscal 2025 Summary Compensation Table

    | (6) Represents $50,000 paid to Mr. Pervaiz in connection with achievement of specific, supplemental goals set forth under the Company Bonus Plan. These awards were established under the Company Bonus Plan but were funded separately from the bonus pool for the cash incentive opportunities for employees. |

  78. Fiscal 2025 Summary Compensation Table

    | (7) Represents $25,000 paid to Mr. Chalke in connection with achievement of specific, supplemental goals set forth under the Company Bonus Plan. These awards were established under the Company Bonus Plan but were funded separately from the bonus pool for the cash incentive opportunities for employees. |

  79. Fiscal 2025 Summary Compensation Table

    | (8) 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. |

  80. Fiscal 2025 Summary Compensation Table

    | (9) Represents a transaction bonus in the amount of $50,000 paid to Mr. Chew on July 3, 2025 in recognition of his efforts in closing the Company’s debt refinancing in June 2026. |

  81. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    Outstanding Equity Awards at Fiscal 2025 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, 2025. 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, 2025, the last trading day of the fiscal year.

  82. Outstanding Equity Awards at Fiscal 2025 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 | 275,000 | — | — | 2.60 | 10/31/29 | — | — | — | — | | | 11/30/20 | 137,130 | — | — | 4.46 | 11/30/30 | — | — | — | — | | | 6/30/21 | 133,440(5) | — | — | 4.52 | 6/30/31 | — | — | — | — | | | 6/30/22 | 150,000 | 50,000 | — | 1.96 | 6/30/32 | — | — | — | — | | | 11/30/22 | — | — | — | — | — | 131,235 | 179,792 | — | — | | | 11/30/23 | — | — | — | — | — | 345,913 | 473,901 | — | — | | | 11/29/24 | — | — | — | — | — | 518,867 | 710,848 | — | — | | | 11/30/22 | — | — | — | — | — | — | — | 196,850(7) | 269,685 | | | 11/30/23 | — | — | — | — | — | — | — | 518,867(8) | 710,848 | | | 11/29/24 | — | — | — | — | — | — | — | 518,867(9) | 710,848 | | Ali Pervaiz | 5/31/22 | 30,588 | 9,094 | — | 2.08 | 5/31/32 | — | — | — | — | | | 11/30/22 | — | — | — | — | — | 39,370 | 53,937 | — | — | | | 11/30/23 | — | — | — | — | — | 88,050 | 120,629 | — | — | | | 11/29/24 | — | — | — | — | — | 132,075 | 180,943 | — | — | | | 11/30/22 | — | — | — | — | — | — | — | 59,055(7) | 80,905 | | | 11/30/23 | — | — | — | — | — | — | — | 132,075(8) | 180,943 | | | 11/29/24 | — | — | — | — | — | — | — | 132,075(9) | 180,943 |

  83. Outstanding Equity Awards at Fiscal 2025 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) | | Sandeep Chalke | 5/31/22 | 397,652 | 118,221 | — | 2.08 | 5/31/32 | — | — | — | — | | | 5/31/22 | — | — | — | — | — | 78,125(6) | 107,031 | — | — | | | 11/30/22 | — | — | — | — | — | 42,650 | 58,431 | — | — | | | 11/30/23 | — | — | — | — | — | 100,629 | 137,862 | — | — | | | 11/29/24 | — | — | — | — | — | 150,943 | 206,792 | — | — | | | 11/30/22 | — | — | — | — | — | — | — | 63,975(7) | 87,646 | | | 11/30/23 | — | — | — | — | — | — | — | 150,943(8) | 206,792 | | | 11/29/24 | — | — | — | — | — | — | — | 150,943(9) | 206,792 | | Jesse Chew | 11/30/18 | 215,000 | — | — | 4.10 | 11/30/28 | — | — | — | — | | | 10/31/19 | 122,360 | — | — | 2.60 | 10/31/29 | — | — | — | — | | | 11/30/20 | 94,936 | — | — | 4.46 | 11/30/30 | — | — | — | — | | | 11/30/22 | — | — | — | — | — | 39,370 | 53,937 | — | — | | | 11/30/23 | — | — | — | — | — | 88,050 | 120,629 | — | — | | | 11/29/24 | — | — | — | — | — | 187,500 | 256,875 | — | — | | | 11/30/22 | — | — | — | — | — | — | — | 59,055(7) | 80,905 | | | 11/30/23 | — | — | — | — | — | — | — | 132,075(8) | 180,943 | | | 11/29/24 | — | — | — | — | — | — | — | 187,500(9) | 256,875 |

  84. Outstanding Equity Awards at Fiscal 2025 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. |

  85. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | (2) Unless otherwise described in the footnotes below, 33 1/3% of the shares subject to the award will vest on the first anniversary of the vesting commencement date and the remaining shares subject to the award vest as to 33 1/3% of the RSUs subject to the award on the second and third anniversary of the vesting commencement date, in each case subject to continued service through the vesting 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. |

  86. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | (3) Market value of shares or units of common stock that have not vested is computed by multiplying (i) $1.37, the closing market price per share on the Nasdaq Global Select Market of our common stock on June 30, 2025, the last trading day of fiscal year 2025, by (ii) the number of shares or units of common stock. |

  87. Outstanding Equity Awards at Fiscal 2025 Year-End Table

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

  88. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | (5) 1/3rd of the aggregate number of shares subject to the Performance Option will vest each fiscal year over a three-year period beginning July 1, 2021 (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. In August 2024, the Compensation Committee certified that the annual revenue target for fiscal year 2024 was not met. |

  89. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | (6) 25% of the shares subject to the award will vest on the first anniversary of the vesting commencement date and the remaining shares subject to the award vest as to 25% of the RSUs subject to the award on the second, third and fourth anniversary of the vesting commencement date, in each case subject to continued service through the vesting 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. |

  90. Outstanding Equity Awards at Fiscal 2025 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 three-year performance period that ends on the last day of fiscal 2025, the PSU award would vest, subject to the NEO’s continued service through the date of such certification, 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, as well as a straight-line slope from such target to 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, 2025. In August 2025, the Compensation Committee certified that the performance goals for the three-year performance period ending on the last day of fiscal 2025 was not met. |

  91. Outstanding Equity Awards at Fiscal 2025 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 three-year performance period that ends on the last day of fiscal 2026, the PSU award would vest, subject to the |

  92. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    NEO’s continued service through the date of such certification, 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, as well as a straight-line slope from such target to 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, 2025.

  93. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | (9) Upon certification of the Compensation Committee of the achievement of the applicable performance goals within 60 days following the completion of the three-year performance period that ends on the last day of fiscal 2027, the PSU award would vest, subject to the NEO’s continued service through the date of such certification, 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, as well as a straight-line slope from such target to 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, 2025. |

  94. 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:

  95. 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, |

  96. 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, |

  97. 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 |

  98. 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. |

  99. 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” generally 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” generally 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) during the Change in Control Period (as defined below), a material diminution in the NEO’s authority, duties or responsibilities such that they are materially inconsistent with his/her then position in the Company or, outside of the Change in Control Period, a material diminution in the NEO’s duties or responsibilities such that they are materially inconsistent with the position to which he/she was originally appointed; 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:

  100. 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; |

  101. 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); |

  102. 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; |

  103. 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; |

  104. 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 |

  105. 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. |

  106. 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:

  107. 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 |

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

    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;

  109. 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 |

  110. 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. |

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

    Termination as a Result of Incapacity or Death In the event of the termination of our CEO’s 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 prorated 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. Amended and Restated 2016 Equity Incentive Plan Each of our NEOs has been granted equity awards under our 2016 Plan. Our 2016 Plan provides that in the event of our merger or change in control (as defined in the 2016 Plan), if the successor corporation does not assume or substitute for the award, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, and all restrictions on restricted stock and restricted stock units will lapse. With respect to awards with performance-based vesting that are not assumed or substituted for, unless the applicable award agreement provides otherwise, all performance goals or other vesting criteria will be deemed achieved at target levels (prorated based on the portion of the performance period that has elapsed as of immediately prior to the transaction), and all other terms and conditions will be deemed met.

  112. 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, for fiscal years 2025, 2024, and 2023 between certain financial performance measures and the compensation of each of our principal executive officers (each, a “PEO”) or the average compensation of our named executive officers other than the PEO (the “non-PEO NEOs”). 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.”

  113. Pay Versus Performance

    | Fiscal Year(1) | Summary Compensation Table Total for PEO#1 ($)(2) | Compensation Actually Paid to PEO#1 ($)(3)(4) | Summary Compensation Table Total for PEO#2 ($)(2) | Compensation Actually Paid to PEO#2 ($)(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(5) | Average Compensation Actually Paid to Non-PEO NEOs ($)(6) | Value of Initial Fixed $100 Investment based on: | | | | | | | | | | Total Shareholder Return ($)(7) | Net Income (Loss)(8) ($) | | 2025 | 3,042,119 | 1,199,375 | 1,199,334 | 602,265 | 1,233,163 | 746,671 | 70 | (1.591 million) | | 2024 | 3,516,039 | (125,703) | | | 1,173,971 | (72,097) | 93 | (15.545 million) | | 2023 | 2,635,689 | 4,503,094 | | | 1,141,490 | 1,914,634 | 197 | (9.280 million) |

  114. Pay Versus Performance

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

  115. Pay Versus Performance

    2025: Suzanne Winter (PEO#1); Sandeep Chalke (PEO#2); and Ali Pervaiz and Jesse Chew (non-PEO NEOs). 2023 and 2024: Suzanne Winter (PEO); and Ali Pervaiz, Sandeep Chalke, Jesse Chew, and Michael Hoge (non-PEO NEOs).

  116. Pay Versus Performance

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

  117. Pay Versus Performance

    | (3) Compensation actually paid does not necessarily reflect the amounts of compensation actually earned, realized, or received by our named executive officers in each fiscal year. Rather, compensation actually paid is calculated by making certain adjustments to the amount of compensation reported in the “Total” column of the Summary Compensation Table for each PEO (or the average of the non-PEO NEOs) in accordance with the requirements of Item 402(v) of Regulation S K. We have not reported any amounts in our Summary Compensation Table with respect to, and we do not maintain and have not maintained for the fiscal years shown in the table, any defined benefit or actuarial pension plans for our named executive officers, and accordingly, no adjustments are shown in footnotes (4) and (6) below for any such compensation. |

  118. Pay Versus Performance

    | (4) Compensation actually paid to each PEO for the respective fiscal years reported is calculated as follows: |

  119. Pay Versus Performance

    | | 2025 PEO#1 ($) | 2025 PEO#2 ($) | 2024 ($) | 2023 ($) | | Total compensation reported in Summary Compensation Table | 3,042,119 | 1,199,334 | 3,516,039 | 2,635,689 | | Less: Grant date fair value of equity awarded in the covered fiscal year(a) | 2,314,147 | 673,206 | 2,708,486 | 1,614,170 | | Plus: | | | | | | Fair value as of June 30th of awards granted during and outstanding and unvested at the end of the covered fiscal year(b) | 1,421,696 | 413,584 | 1,888,676 | 2,666,333 | | Change in fair value as of the end of the covered fiscal year of outstanding awards granted in prior fiscal years that are vested(c) | (666,436) | (328,063) | (2,353,594) | 723,795 | | 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) | 56,355 | (9,383) | (468,338) | 91,447 | | Earnings paid on unvested awards for dividends or other earnings (not otherwise reflected in total compensation for the covered fiscal year) | — | — | — | — | | Less: Fair value as of June 30th at end of immediately prior fiscal year of awards granted in prior fiscal years that were forfeited during the covered fiscal year(f) | 340,212 | — | — | — | | Compensation Actually Paid to PEO | 1,199,375 | 602,265 | (125,703) | 4,503,094 |

  120. 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. |

  121. 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. |

  122. 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. |

  123. Pay Versus Performance

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

  124. 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. |

  125. 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. |

  126. Pay Versus Performance

    | (5) 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. |

  127. Pay Versus Performance

    | (6) 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: |

  128. Pay Versus Performance

    | | 2025 ($) | 2024 ($) | 2023 ($) | | Average total compensation reported in Summary Compensation Table | 1,233,163 | 1,173,971 | 1,141,490 | | Less: Average grant date fair value of equity awarded in the covered fiscal year(a) | 712,653 | 689,432 | 494,337 | | 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) | 437,818 | 480,753 | 816,560 | | Average change in fair value as of the end of the covered fiscal year of outstanding awards granted in prior fiscal years that are unvested(c) | (173,881) | (895,539) | 369,474 | | 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) | 29,060 | (141,850) | 81,447 | | Earnings paid on unvested awards for dividends or other earnings (not otherwise reflected in total compensation for the covered fiscal year) | — | — | — | | Less: Fair value as of June 30th at end of immediately prior fiscal year of awards granted in prior fiscal years that were forfeited during the covered fiscal year(f) | 66,835 | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | 746,671 | (72,097) | 1,914,634 |

  129. 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. |

  130. 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. |

  131. 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. |

  132. 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. |

  133. 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. |

  134. 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. |

  135. 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 Company over the applicable measurement period. |

  136. 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. |

  137. Pay Versus Performance

    Analysis of Information Presented in the Pay Versus Performance Table The graphs that follow present the relationship between: (i) the “Compensation Actually Paid” (or “CAP”) to our PEOs and the average CAP to our non-PEO NEOs compared to our total shareholder return and (ii) CAP to our PEOs and the average CAP to our non-PEO NEOs compared to net income (loss), over the three most recently completed fiscal years, as disclosed in the table above. .

  138. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  139. Director Compensation Table for Fiscal 2025

    Director Compensation Table for Fiscal 2025 The following table sets forth summary information concerning the compensation of our non-employee directors for their service during fiscal 2025:

  140. Director Compensation Table for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | James M. Hindman | 82,500 | 126,225 | 208,725 | | Beverly A. Huss | 72,500 | 126,225 | 198,725 | | Anne B. Le Grand | 101,168 | 126,225 | 227,393 | | Steven F. Mayer | 3,606 | 62,499 | 66,105 | | Robert C. Kill | 60,000 | 126,225 | 186,225 | | Mika Nishimura | 62,500 | 126,225 | 188,725 | | Byron C. Scott | 65,000 | 126,225 | 191,225 | | Joseph E. Whitters | 156,168 | 126,225 | 282,393 |

  141. Director Compensation Table for Fiscal 2025

    | (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 2025, 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, 2025 filed with the SEC on August 28, 2025 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, 2025. The following table provides additional information regarding each RSU award granted to the individuals who served as our non-employee directors in fiscal 2025, as well as RSU awards held by them at the end of fiscal 2025: |

  142. Director Compensation Table for Fiscal 2025

    | Name | Grant Date | RSU Awards Granted during fiscal 2025 | Outstanding RSU Awards at June 30, 2025 | | James M. Hindman | 11/29/24 | 56,603 | 56,603 | | Beverly A. Huss | 11/29/24 | 56,603 | 56,603 | | Anne B. Le Grand | 11/29/24 | 56,603 | 56,603 | | Steven F. Mayer | 06/30/25 | 45,620 | 45,620 | | Mika Nishimura | 11/29/24 | 56,603 | 56,603 | | Robert C. Kill | 11/29/24 | 56,603 | 56,603 | | Byron C. Scott | 11/29/24 | 56,603 | 56,603 | | Joseph E. Whitters | 11/29/24 | 56,603 | 56,603 |

  143. Director Compensation Program

    Director Compensation Program The compensation program for our non-employee directors is designed to attract and retain high quality directors and to align director interests with those of our stockholders. The compensation of our outside directors is reviewed regularly by the board of directors upon recommendation from the Compensation Committee, which review includes a market assessment and an analysis by Exequity conducted generally every other year. For fiscal 2025, our Compensation Committee consulted with Exequity regarding our non-employee director compensation program. Exequity provided the Compensation Committee relevant market data on non-employee director compensation derived from the same Compensation Peer Group and Relevant Market Data used for evaluating compensation for our executive officers. The Compensation Committee reviewed such director compensation information and concluded that in light of our non-employee director compensation program generally aligning with competitive market practices, no change in director compensation would be recommended for fiscal 2025. Our non-employee directors receive compensation in the form of equity granted under the terms of our 2016 Plan and cash, as described below:

  144. 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) 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 who are paid a fee for their services, although they may also be suggested by existing directors or executive officers, stockholders or other persons. 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, skills and experience, particularly in light of the specific skills and strengths discussed above, 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, accordingly the Nominating and Corporate Governance Committee and the Board considers all of these factors in the consideration of candidates for the Board. 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.