DEF 14A of Frequency Electronics Inc, Aug 28, 2023

DEF 14A of Frequency Electronics Inc

Filed Aug 28, 2023 · FY20230001185185-23-000923

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, stockholders will be asked to elect four (4) directors (“Director(s)”) to the Board to hold office until the next annual meeting of the Company’s stockholders (the “2024 Annual Meeting”) and until their respective successors are elected and qualified. Cumulative voting is not permitted. The table below includes each director nominee’s principal occupation, age and year first elected to the Board. Each director nominee served as a director during fiscal year 2023 and was elected at the 2022 annual meeting of the Company’s stockholders (the “2022 Annual Meeting”). Although it is not anticipated that any of the individuals listed below will be unable or unwilling to stand for election, in the event of such an occurrence, submitted proxies may be voted for a substitute designated by the Board. However, in lieu of designating a substitute, the Board may reduce the number of directors. The director nominees are as follows:

  2. ELECTION OF DIRECTORS

    | Name of Director | Principal Occupation | Age | Year First Elected | | Jonathan Brolin | Founding and Managing Partner, Edenbrook Capital, LLC | 50 | 2017 | | Lance W. Lord | Chairman and Chief Executive Officer of L2 Aerospace; retired four-star Air Force general | 77 | 2016 | | Russell M. Sarachek | Managing Director of Contra Capital Management LLC | 60 | 2016 | | Richard Schwartz | Retired Chief Executive Officer and Chairman of ATK | 86 | 2004 |

  3. ELECTION OF DIRECTORS

    All directors hold office for a one-year period or until their successor is elected and qualified. The Board has determined that Messrs. Brolin, Lord, Sarachek, and Schwartz, are “independent,” as defined in the listing standards of the NASDAQ Stock Market (“NASDAQ”). The composition of the Board, consisting of four (4) independent directors, is in full compliance with the listing requirements of the NASDAQ. We believe the members of the Board possess qualifications, experience and backgrounds that support the effective oversight of our business and affairs, further our strategic goals and provide valued guidance to management. The charts below reflect key data about the members of the Board. Nasdaq Rule 5605(f)(2)(D) requires companies with boards of directors of five or few members to have at least one member of the board of directors who is “Diverse” (as that term is defined in Nasdaq Rule 5605(f)(1)). We do not currently have a “Diverse” director as required by Nasdaq Rule 5605(f)(2)(D); given our small size and highly technical and specialized industry, the Board has struggled to attract diverse candidates willing to serve on the Board that possess the qualifications, experience and backgrounds sought. Despite these challenges, the Company remains committed to diversity and is actively seeking to identify potential new diverse candidates for Board membership.

  4. ELECTION OF DIRECTORS

    | Industry Experience | 3 of 4 directors | | Financial / Capital Allocation Experience | 4 of 4 directors | | Government or Military Experience | 3 of 4 directors | | Information Technology / Cybersecurity Experience | 3 of 4 directors | | International / Global Experience | 4 of 4 directors | | Public Company Experience | 4 of 4 directors | | Risk Oversight Experience | 4 of 4 directors | | Strategic Planning Experience | 4 of 4 directors |

  5. ELECTION OF DIRECTORS

    | Board Diversity Matrix (As of July 31, 2023) | | | | | | Total Number of Directors | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 0 | 4 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 0 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 |

  6. ELECTION OF DIRECTORS

    To see our Board Diversity Matrix as of July 31, 2022, please see the Company’s proxy statement filed with the SEC on August 30, 2022.

  7. Nominees for Election as Directors

    Nominees for Election as Directors JONATHAN BROLIN, age 50, has served as a director of the Company since November 2017, and as Lead Independent Director from 2018 until 2020. Mr. Brolin is the Founder and Managing Partner of Edenbrook Capital, LLC, which he founded in 2011. Edenbrook takes a private equity approach to public markets, principally through concentrated, long-term investments in small and mid-cap companies. Mr. Brolin has over 25 years of experience in public and private equity investing and investment banking. In addition, Mr. Brolin served as a fellow of the Gabelli Center for Global Security Analysis at Fordham University, where for seven years he taught Advanced Topics in Value Investing as an Adjunct Professor of Finance at Fordham’s Gabelli School of Business. He earned his MBA from Columbia Business School, where he was a member of the Beta Gamma Sigma Honor Society. Mr. Brolin earned his BA from the University of Pennsylvania, where he was a Benjamin Franklin Scholar and General Honors Student. Mr. Brolin’s extensive business and investment experience and his demonstrated leadership capacities allow him to bring valuable insight and knowledge to the Board. LANCE W. LORD, age 77, has served as a director of the Company since September 2016 and as Chairman since May of 2022. General Lord is the Founder and Chairman of L2 Aerospace, an innovative company formed to shape and influence the business competition in the dynamic and emerging commercial, civil and defense aerospace markets. General Lord is the former Commander of Air Force Space Command (“AFSPC”) and Chief Executive Officer of ASTROTECH Space Operations. While with AFSPC at Peterson Air Force Base in Colorado, General Lord was responsible for the development, acquisition and operation of Air Force space and missile weapon systems. Overseeing a global network of satellite command and control, communications, missile warning and launch facilities to ensure the combat readiness of the U.S. intercontinental ballistic missile force, he led more than 39,700 personnel who provided combat capabilities to North American Aerospace Defense Command and U.S. Strategic Command. General Lord was the recipient of several prestigious military decorations throughout his 37-year military career – including the Distinguished Service Medal, Legion of Merit and the Defense Meritorious Service Medal. General Lord retired from the Air Force in 2006. From February 2015 until July 2023, General Lord served as a member of the Board of Directors of Aerojet Rocketdyne Holdings (NYSE:AJRD), a technology-based engineering and manufacturing company that develops and produces specialized propulsion and armament systems that was acquired by L3Harris Technologies, Inc., on July 28, 2023. General Lord is also a Senior Associate of the Four Star Group, founder and Chairman of OmniTeq, Chairman of Hera Systems Advisory Board, a member of Iridium Corporation’s Government Advisory Board, and a member of the BONEAL Aerospace board. General Lord served as a member of the President’s Space-Based Position, Navigation and Timing Advisory Board from 2011 to 2013. General Lord’s unique experience as Commander, Air Force Space Command, as well as his other Air Force and commercial activities provides key insights for the Board, particularly as it relates to future space platforms and relevant technologies. RUSSELL M. SARACHEK, age 60, has served as a director of the Company since August 2016 and as Chairman of the Board from June 2020 until May 2022. Mr. Sarachek has served as the Managing Director of Contra Capital Management, LLC since 2002. Mr. Sarachek served as director for six years of Breeze-Eastern Corp, an aerospace/defense manufacturer, which was sold to TransDigm Corp. in 2016. From 1992 to 2002, he held various positions, including Executive Vice President and director of mergers and acquisitions at Groupe Schneider, a global manufacturer and distributor of electrical equipment and industrial controls. Mr. Sarachek has extensive knowledge in corporate governance practices for public companies and has a range of aerospace and defense industry involvements that help strengthen the Board’s collective qualifications, skills, and experience. RICHARD SCHWARTZ, age 86, has served as a director of the Company since 2004. He was a trustee and chairman of the Finance Committee of Cooper Union in New York City, a position he held from 2004 through 2008. Prior to his retirement in 2000, Mr. Schwartz was Chief Executive Officer and Chairman of ATK, a major aerospace and defense company. He served in senior executive positions at ATK and predecessor companies beginning in 1990. Prior to that, Mr. Schwartz had been president of the Rocketdyne division of Rockwell International, a company he first joined in 1957. Mr. Schwartz was part of the originator team on GPS where he was the satellite Program Manager for Rockwell. For his work on the GPS originator team, Mr. Schwartz was elected to the GPS Hall of Fame. In addition, in February 2019, Mr. Schwartz and three other members of the GPS originator team were recognized for their GPS success with the Queen Elizabeth Prize for Engineering award. Mr. Schwartz also serves on the board of directors of Astronautics Corporation of America. Mr. Schwartz’s extensive industry experience, his prior board and executive management experience and his demonstrated leadership capabilities allow him to bring valuable insight and knowledge to the Board.

  8. Director Compensation

    Director Compensation

  9. Director Compensation

    | | Fees Earned or | | | Name | Paid in Cash ($) | Total ($) | | Russell M. Sarachek | 25,000 | 25,000 | | Richard Schwartz | 29,000 | 29,000 | | Jonathan Brolin | 33,000 | 33,000 | | Lance W. Lord | 25,000 | 25,000 |

  10. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding compensation awarded to, earned by or paid to the Company’s Named Executive Officers.

  11. Summary Compensation Table

    Summary Compensation Table

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option & SAR Awards (3) | Non-Qualified Deferred Compensation Earnings (4) | All Other Compensation (6) | Total | | Thomas McClelland | 2023 | $290,011 | $0 | $353,000 | $0 | $0 | $15,309 | $658,320 | | President and Chief Executive Officer (5) | 2022 | 255,484 | 0 | 9,910 | 0 | 0 | 9,224 | 274,618 | | Oleandro Mancini | 2023 | 232,692 | 0 | 26,475 | 0 | 0 | 15,189 | 274,356 | | Senior Vice President, Business Development | 2022 | 236,921 | 0 | 7,433 | 0 | 0 | 11,945 | 256,299 | | Steven Bernstein | 2023 | 248,833 | 0 | 282,400 | 0 | 0 | 30,304 | 561,537 | | Chief Financial Officer, | | | | | | | | | | Secretary and Treasurer | | | | | | | | | | Stanton D. Sloane | 2023 | 75,797 | 0 | 0 | 0 | 0 | 577,587 | 653,384 | | Former President, Chief Executive Officer (5) | 2022 | 347,188 | 0 | 0 | 0 | 0 | 46,639 | 393,827 |

  13. Summary Compensation Table

    Notes:

  14. Summary Compensation Table

    | (1) Dr. McClelland and Mr. Bernstein are awarded bonuses based upon the consolidated results of the Company, as well as specific performance metrics relating to their respective roles. Mr. Mancini is awarded bonuses based upon the bookings generated by the FEI-NY segments. Prior to his resignation, Dr. Sloane was awarded bonuses based upon consolidated bookings, revenue and operating income. The Board, in its sole discretion, determines the actual amounts paid to the Named Executive Officers pursuant to these bonus programs, if any. No bonuses were awarded by the Company to the Named Executive Officers during fiscal year 2023 or 2022. | | (2) The amounts in this column do not represent actual cash payments to the Named Executive Officers. Each value represents the aggregate grant date fair value of the RSUs and PSUs awarded, as applicable, by the Company during fiscal years 2023 and 2022, respectively, computed in accordance with FASB ASC TOPIC 718. The assumptions used in determining the grant date fair values of these awards are set forth in Note 11 to the Company’s consolidated financial statements, which are included in the 2023 Form 10-K. |

  15. Summary Compensation Table

    | (3) The amounts in this column do not represent actual cash payments to the Named Executive Officers. Each value represents the aggregate grant date fair value of the options or SARs awarded, as applicable, by the Company during fiscal years 2023 and 2022, respectively, computed in accordance with FASB ASC TOPIC 718. The assumptions used in determining the grant date fair values of these awards are set forth in Note 11 to the Company’s consolidated financial statements, which are included in the 2023 Form 10-K. No options or SARs were awarded by the Company to the Named Executive Officers during fiscal years 2023 or 2022. | | (4) The Company has entered into certain deferred compensation arrangements with certain key employees (including the Named Executive Officers) providing for the payment of benefits upon retirement or death or upon the termination of employment not for cause. The change in the actuarially calculated deferred compensation liability to the Company for each of the Named Executive Officers for fiscal years 2023 and 2022 is as follows: Dr. McClelland $(15,416) (2023) $(15,075) (2022), Mr. Mancini: $(13,949) (2023) and $(14,097) (2022), and Mr. Bernstein $26,798 (2023). The Company made no payments towards these deferred contribution arrangements for the fiscal year 2023 or 2022. These non-cash amounts are included in the Company’s general and administrative expenses for the fiscal years 2023 and 2022, respectively. | | (5) On July 8, 2022, Dr. Sloane and the Company mutually agreed that Dr. Sloane would resign as President and Chief Executive Officer and as a member of the Board of Directors of the Company, effective immediately. The Board appointed Dr. McClelland to serve as the Company’s Interim President and Chief Executive Officer, in addition to his existing positions and responsibilities with the Company, effective July 8, 2022. On January 17, 2023, the interim title was removed and Dr. McClelland was named the Company’s President and Chief Executive Officer. For additional information, see “Change in Company Leadership” above. | | (6) The amounts shown in this column are composed of the following: |

  16. Summary Compensation Table

    | Name | Costs of Purchased or Leased Automobile | Health, Life, Disability Insurance & Medical Reimbursement (a) | Additional Life Insurance Premiums (b) | Financial Planning Advice and Other (c) | Severance (d) | Total All Other Compensation | | Thomas McClelland | | | | | | | | 2023 | $5,668 | $6,641 | $0 | $3,000 | $0 | $15,309 | | 2022 | 5,510 | 714 | 0 | 3,000 | 0 | 9,224 | | Oleandro Mancini | | | | | | | | 2023 | 2,644 | 9,545 | 0 | 3,000 | 0 | 15,189 | | 2022 | 2,481 | 6,464 | 0 | 3,000 | 0 | 11,945 | | Steven Bernstein | | | | | | | | 2023 | 13,917 | 13,387 | 0 | 3,000 | 0 | 30,304 | | Stanton D. Sloane | | | | | | | | 2023 | 13,516 | 12,882 | 0 | 6,501 | 544,687 | 577,587 | | 2022 | 19,099 | 8,382 | 10,000 | 9,158 | 0 | 46,639 |

  17. Summary Compensation Table

    | (a) All employees of the Company are eligible for health, term life and disability insurance, the premiums for which are partially paid by the Company. This column only reflects reimbursement of medical costs, which is available only to officers. |

  18. Summary Compensation Table

    | (b) Company-paid premiums for additional whole life insurance policy, the beneficiaries of which are the heirs of Dr. Sloane. |

  19. Summary Compensation Table

    | (c) The amounts include financial planning advice and the fair market value of contributions by the Company of Common Stock to the accounts of the Named Executive Officers in the Company’s 401(k) Savings Plan, which may not exceed $3,000 in a calendar year. | | (d) On July 8, 2022, Dr. Sloane resigned from the Company. As previously disclosed, in connection with his resignation, Dr. Sloane received the severance compensation set forth in his employment agreement, consistent with a termination of his employment by the Company without "cause." For additional information, see "Change in Company Leadership" above and the Company's Current Report on Form 8-K, filed with the SEC on July 13, 2022. |

  20. Nonqualified Deferred Compensation Agreements

    Nonqualified Deferred Compensation Agreements The Company has no tax-qualified defined benefit or actuarial retirement plans in effect. It has entered into certain deferred compensation agreements with certain key employees, including its officers, providing for the payment of benefits upon retirement or death or upon the termination of employment not for cause. The Company pays compensation benefits out of its working capital but has also purchased whole or universal life insurance (of which it is the sole beneficiary) on the lives of each of the participants to cover the optional lump sum obligations under the deferred compensation agreements upon the death of the participant. The annual premiums paid during fiscal year 2023 were less than the increase in cash surrender value of the whole and universal life insurance policies. The deferred compensation for participants in the program is reviewed annually by the Compensation Committee. The annual benefit may be increased based upon recent performance, length of service, economic conditions and other factors. The annual benefit to be provided to each of the Named Executive Officers upon his retirement is as follows:

  21. Nonqualified Deferred Compensation Agreements

    | Thomas McClelland, President and Chief Executive Officer | $85,000 | | Oleandro Mancini, Senior VP, Business Development | $85,000 | | Steven Bernstein, Chief Financial Officer | $40,000 |

  22. Nonqualified Deferred Compensation Agreements

    Such benefits are payable for the remaining life of the individual with a minimum payment over ten years to either the employee or his beneficiaries. Benefits may be paid in a lump sum in the case of a participant’s death, disability or early termination of employment without cause. The change in actuarial value in nonqualified deferred compensation benefits under the deferred compensation agreements for each of the Named Executive Officers is presented in footnote 4 to the Summary Compensation Table above. Dr. Sloane, who resigned from the Company on July 8, 2022, did not participate in the deferred compensation program. Accordingly, he did not receive any related benefits upon his resignation.

  23. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes certain information with respect to the value of all unexercised SARs and unvested RSUs previously awarded to the Named Executive Officers outstanding at the end of the fiscal year, April 30, 2023. Dr. Stanton Sloane resigned from the Company on July 8, 2022; therefore, he had no unexercised SARs or unvested RSUs or PSUs outstanding at the end of the fiscal year. For additional information, see “Change in Company Leadership” above.

  24. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised SARs (#) Exercisable | Number of Securities Underlying Unexercised SARs (#) Unexercisable | SARs Exercise Price ($) | SARs Expiration Date (1) | Number of Shares or Units of Stock that have not vested (#) (2) | Market Value of Shares or Units of Stock that have not vested ($) (3) | | Thomas McClelland | 10,000 | -0- | $10.38 | 8/8/2023 | 51,500 | $356,380 | | | 8,000 | -0- | 8.43 | 5/10/2023 | | | | | 8,000 | -0- | 13.24 | 4/29/2025 | | | | Oleandro Mancini | 10,000 | -0- | $10.38 | 8/8/2023 | 4,688 | $32,438 | | | 5,000 | -0- | 8.43 | 5/10/2023 | | | | | 10,000 | -0- | 13.24 | 4/29/2025 | | | | Steven Bernstein | 2,000 | -0- | $10.38 | 7/10/2023 | 41,500 | $287,180 | | | 5,000 | -0- | 8.43 | 5/10/2023 | | |

  25. Outstanding Equity Awards at Fiscal Year-End

    | (1) SARs are generally exercisable cumulatively at 25% per year beginning one year after the date of grant. In general, awards expire ten years after the date of grant but such terms may be modified at the discretion of the Company’s Compensation Committee. The awards granted in fiscal years 2019 through 2017 are exercisable for a period of five years from the date of grant. Grants are made at the market value of Common Stock as of the applicable date of grant. | | (2) On November 1, 2019, November 1, 2020 and November 1, 2021, Dr. McClelland was granted RSUs based upon 1,000 shares of the Company’s Common Stock and the market value of the Common Stock as of the applicable dates of grant. The RSUs vest equally over a four-year period from the applicable dates of the grant and have no performance criteria attached to them. On January 17, 2023 Dr. McClelland was granted RSUs based upon 30,000 shares of the Company’s Common Stock and the market value of the Common Stock as of the date of grant. The RSUs vest equally over a four-year period from the applicable date of the grant. Additionally, on January 17, 2023, Dr. McClelland was granted PSUs based upon 20,000 shares of the Company’s Common Stock and the market value of the Common Stock as of the date of grant. The PSUs vest equally over a four-year period from the date of grant and have consolidated bookings, revenue and operating income performance criteria attached to them. On November 1, 2020 and November 1, 2021, Mr. Mancini was granted RSUs based on 750 shares of the Company’s Common Stock and the market value of the Common Stock as of the applicable dates of grant. Additionally, on January 17, 2023, Mr. Mancini was granted PSUs based upon 3,750 shares of the Company’s Common Stock and the market value of the Common Stock as of the grant date. The PSUs vest equally over a four-year period from the applicable date of the grant and have operating income performance criteria attached to them. On November 1, 2019, November 1, 2020 and November 1, 2021, Mr. Bernstein was granted RSUs based upon 1,000 shares of the Company’s Common Stock and the market value of the Common Stock as of the applicable dates of grant. The RSUs vest equally over a four-year period from the applicable date of the grant. On January 17, 2023, Mr. Bernstein was granted RSUs based upon 20,000 shares of the Company’s Common Stock and the market value of the Common Stock as of the date of grant. The RSUs vest equally over a four-year period from the applicable date of the grant. Additionally, on January 17, 2023, Mr. Bernstein was granted PSUs based upon 20,000 shares of the Company’s Common Stock and the market value of the Common Stock as of the date of grant. The PSUs vest equally over a four-year period from the date of grant and have consolidated bookings, revenue and operating income performance criteria attached to them. On the applicable vesting date, the holder of an RSU or PSU, as applicable, becomes entitled to a share of the Company’s Common Stock. Prior to vesting, RSUs and PSUs are not shares of the Company’s Common Stock and do not have any rights or privileges thereof, including voting or dividend rights. Additionally, RSUs and PSUs are subject to certain restrictions and forfeiture provisions prior to vesting. | | (3) Market values are based on $6.54, the closing price of the Company’s Common Stock on April 30, 2023. The performance criteria attached to the PSUs only provide for a single payout if the criteria are achieved. |

  26. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.

  27. Pay Versus Performance

    Pay Versus Performance

  28. Pay Versus Performance

    | Year | Summary Compensation Table Totals for PEO (1) (3) | Summary Compensation Table Totals for Former PEO (2) (3) | Compensation Actual Paid to PEO (1) (4) | Compensation Actual Paid to Former PEO (2) (4) | Average Summary Compensation Table Total for Non-PEO NEOs (5) (6) | Average Compensation Actual Paid to Non-PEO NEOs (1) (5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (7) | Net Income (in thousands) (8) | | 2023 | $658,320 | $653,384 | $305,320 | $653,384 | $417,947 | $263,509 | $70.20 | $(5,501) | | 2022 | N/A | $393,827 | N/A | $393,827 | $265,458 | $256,787 | $75.51 | $(8,663) |

  29. Pay Versus Performance

    Notes:

  30. Pay Versus Performance

    | (1) As discussed in “Change in Company Leadership” above, on July 13, 2022, Dr. Thomas McClelland was named Interim President and Chief Executive Officer of the Company. On January 17, 2023, the interim title was removed and Dr. McClelland was named as the Company’s President and Chief Executive Officer. | | (2) As discussed in “Change in Company Leadership” above, on July 8, 2022, Dr. Stanton Sloane resigned as President and Chief Executive Officer and as a member of the Board of Directors of the Company. Dr. Sloane served as President and Chief Executive Officer during fiscal year 2023. |

  31. Pay Versus Performance

    | (3) The values reflected in these columns reflect the “Total Compensation” paid to the Company’s Principal Executive Officer and former Principal Executive Officer, as set forth in the Summary Compensation Table included in this proxy statement. | | (4) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to the Company’s Principal Executive Officer, former Principal Executive Officer and Non-PEO Named Executive Officers, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for the Company's Principal Executive Officer, former Principal Executive Officer and Non-PEO Named Executive Officers: |

  32. Pay Versus Performance

    | | SCT Total | Stock Awards Deducted | SAR Awards Deducted | Total Equity Awards Adjustments (a) | Total CAP | | | A | B | C | D | A- (B+C) + D | | PEO | | | | | | | 2023 (McClelland) | $658,320 | $353,000 | $0 | $323,206 | $628,526 | | 2023 (Sloane) | $653,384 | $0 | $0 | $0 | $653,384 | | 2022 (Sloane) | $393,827 | $0 | $0 | $0 | $393,827 | | Average Non-PEO NEOs | | | | | | | 2023 | $417,947 | $154,438 | $0 | $140,148 | $403,657 | | 2022 | $265,458 | $8,671 | $0 | $3,809 | $260,596 |

  33. Pay Versus Performance

    | (a) The amounts deducted or added in calculating the “Total Equity Awards Adjustment” are as follows: |

  34. Pay Versus Performance

    | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | PEO | | | | | | | | | 2023 (McClelland) | $326,750 | $(2,363) | $0 | $(1,181) | $0 | $0 | $323,206 | | 2023 (Sloane) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | 2022 (Sloane) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Average Non-PEO NEOs | | | | | | | | | 2023 | $142,953 | $(1,920) | $0 | $(886) | $0 | $0 | $140,148 | | 2022 | $7,096 | $(2,369) | $0 | $(919) | $0 | $0 | $3,809 |

  35. Pay Versus Performance

    | (5) During fiscal year 2023, the non-PEO Named Executive Officers were Oleandro Mancini and Steven Bernstein. During fiscal year 2022, the non-PEO Named Executive Officers were Oleandro Mancini and Thomas McClelland. | | (6) The dollar amounts reported in this column represent the average of the amounts reported for our Named Executive Officers, other than our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to our PEO during the applicable year. | | (7) Cumulative Total Share Return (“TSR”) represents the measurement period value of an investment of $100 in our stock on April 30 2021 (the last day of trading before the 2022 fiscal year), and the value again on April 29, 2022 (the last day of trading before our 2023 fiscal year). There was a $1 per share dividend paid in January of 2023. | | (8) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  36. Pay Versus Performance

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance criteria with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and TSR The compensation actually paid to our Principal Executive Officer (and former Principal Executive Officer) and the average amount of compensation actually paid to our non-PEO Named Executive Officers during the periods presented are not directly correlated with TSR. We do utilize several performance criteria to align executive compensation with our performance, but those tend performance measures, do not include TSR. For example, as described in more detail above in the section “Narrative to Summary Compensation Table – Short-Term Incentive Bonus Program” and “- Long-Term Incentives,” part of the compensation our Named Executive Officers are eligible to receive consists of discretionary annual cash bonuses and long-term equity awards which have performance criteria based upon consolidated bookings, revenue, operating income and certain other metrics designed to provide appropriate incentives to achieve corporate goals and to reward our executives for individual achievement towards these goals. We believe these bonus opportunities and equity awards align our Named Executive Officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our Named Executive Officers to continue in our employment for the long-term. Compensation Actually Paid and Net Income (Loss) From fiscal 2022 to fiscal 2023, the Company’s net loss decreased, and the compensation actually paid for our Principal Executive Officer (and former Principal Executive Officer) decreased, whereas, the average amount of compensation actually paid to our non-PEO Named Executive Officers remained fairly consistent between fiscal 2022 and fiscal 2023. Our Named Executive Officers received grants of PSU’s in fiscal 2023. These PSU awards are subject to consolidated Company performance criteria and intended to incentivize our management (including our Named Executive Officers) to continue improving the Company’s financial performance.