DEF 14A of Paramount Gold Nevada Corp.
Filed Oct 28, 2025 · FY20250001193125-25-253604
PROPOSAL No. 1: ELECTION OF DIRECTORS
PROPOSAL No. 1: ELECTION OF DIRECTORS
Nominees
Nominees At the Annual Meeting, seven directors will be elected to serve a one-year term or until the next annual stockholders meeting or until such director's successor shall have been elected and qualified following such director’s earlier death, resignation or removal. Our Board has nominated Rudi Fronk, Rachel Goldman, Christopher Reynolds, Eliseo Gonzalez-Urien, John Carden, Pierre Pelletier and Samantha Espley. All nominees are currently members of the Board. Each nominee has expressed his willingness to serve as a director if elected, and we know of no reason why any nominee would be unable to serve. If a nominee becomes unavailable prior to the election, the proxies may be voted for one or more substitute nominees designated by the Board, or the Board may decide to reduce the number of directors.
Nominees
| Name | Age (1) | Position | | Rudi Fronk | 66 | Chairman | | Rachel Goldman | 53 | CEO and Director | | Christopher Reynolds | 61 | Director | | Eliseo Gonzalez-Urien | 84 | Director | | John Carden | 77 | Director | | Pierre Pelletier | 56 | Director | | Samantha Espley | 60 | Director |
Nominees
As of November 1, 2025 Set forth below is certain information with respect to each director nominee:
Rudi Fronk
Rudi Fronk Mr. Fronk, a graduate of Columbia University from which he holds a Bachelor of Science in Mining Engineering and a Master of Science in Mineral Economics, has over 30 years of experience in the gold sector primarily as a senior officer and director of publicly traded gold exploration/development companies. Mr. Fronk was appointed to Paramount’s Board of Directors in January 2017 and on October 11, 2019, was appointed by the Board of Directors as Chairman. In 1999, Mr. Fronk co-founded Seabridge Gold Inc. (“Seabridge Gold”), a US $2.2 billion market cap company with proven and probable gold reserves exceeding 50 million ounces and one of the world’s largest resource bases of gold and copper. He currently serves as Seabridge Gold’s Chairman and CEO, a position he has held since its inception.
Rachel Goldman
Rachel Goldman Ms. Goldman, appointed to Paramount's Board of Directors in 2020, has 20 years of experience in institutional sales, mining company financings and corporate transactions during her career while at several Canadian brokerage firms where she developed an extensive list of investor and mining company relationships. Prior to Paramount, Ms. Goldman was the Managing Director Institutional Equity Sales at Desjardins Securities from 2016 to 2019. Ms. Goldman holds a Bachelor of Commerce with a Major in Finance from Concordia University and serves as an independent director of Red Pine Exploration (TSXV: RPX), and the Denver Gold Group.
Christopher Reynolds
Christopher Reynolds Mr. Reynolds has over 30 years of mineral industry and public accounting experience and has been a director of Paramount since February 2015 and a director of Paramount Gold and Silver Corp. from December 2009 through April 2015 when the merger with Coeur Mining, Inc. was completed. Since May 2011, he has been the Vice President Finance and Chief Financial Officer of Seabridge Gold, a TSX and NYSE listed corporation. From October 2007 to April 2011, he served as Vice President, Finance and Chief Financial Officer of Norsemont Mining Inc. and, prior to that, he served as Senior Vice President, CFO and Secretary of Southern Era Diamonds Inc. He has held various finance and accounting positions at Southern Platinum Corp., TVX Gold Inc., Inmet Mining Corporation and Price Waterhouse, now PricewaterhouseCoopers. Mr. Reynolds served as a director of Arizona Star Resource Corp. Mr. Reynolds is a CPA, CGA and received a B.A. (Economics) from McGill University.
Eliseo Gonzalez-Urien
Eliseo Gonzalez-Urien Mr. Gonzalez-Urien has been a director of Paramount since February 2015 and a director of Paramount Gold and Silver Corp. since March 2009 through the merger with Coeur Mining, Inc. in April 2015. He also serves as a member of the board of directors of Seabridge Gold since January 2006 and as a consulting geologist for Seabridge Gold since March 2003.He is an exploration geologist with over 30 years of experience in the mining industry. From 1989 through 2001 Mr. Gonzalez-Urien held various executive positions with Placer Dome Inc. including senior vice president of the parent company and president of Placer Dome Exploration Inc. During this period, he was charged with responsibility for Placer Dome’s worldwide exploration activities. Prior to Placer Dome, Mr. Gonzalez-Urien held senior positions with BHP-Utah Inc. and Noranda. He holds a degree in geology from the University of Santiago, Chile, followed by post graduate studies in geology at the University of California, Berkley. John Carden, Ph.D. Dr. Carden has more than 40 years of experience in exploration management, teaching and research. He has been a director of Paramount since February 2015 and a director of Paramount Gold and Silver Corp. from September 2006 through the completion of the merger with Coeur Mining, Inc. in April 2015. Since 2001 he has been a geologic consultant and a director of a number of junior resource companies, each which were TSX Venture Exchange listed companies. Dr. Carden worked as a senior exploration geologist for Exxon Minerals, Atlas Precious Metals, Tenneco, and Echo Bay Mines and later was Director of U.S. Exploration from 1992 until 1998 for Echo Bay Mines. From 2008 to 2017, Dr. Carden has acted as a geologic consultant to Otis Gold Corp managing the Company’s exploration programs. He is a Licensed Professional Geologist in the State of Washington. Dr. Carden received his B.Sc. and M.Sc. in geology From Kent State University in Ohio, and his doctorate in geology from the Geophysical Institute at the University of Alaska in 1978.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. As a smaller reporting company, we are permitted and have elected to provide scaled pay versus performance disclosure. The following table summarizes the total Compensation Actually Paid to our principal executive officer (“PEO”) and our non-PEO named executive officers (“Non-PEO NEOs”), versus the performance of the Company for the fiscal years ended June 30, 2025, 2024, and 2023. The amounts below shown for Compensation Actually Paid have been calculated in accordance with SEC rules, do not represent the value of cash and equity awards received by our PEO and Non-PEO NEOs during the years, and differ from compensation actually earned, realized or received by the individuals. The calculation of Compensation Actually Paid begins with the information provided in the Summary Compensation Table for the individual in the section “Executive Compensation – Summary Compensation Table” and is adjusted as required by Item 402(v) of Regulation S-K, as noted in the footnotes below.
PAY VERSUS PERFORMANCE
| Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEOs ($)(2)(3) | Value of Initial $100 Investment Based on Total Shareholder Return ($)(4) | Net Income (Loss) ($) | | 2025 | $391,332 | $520,004 | $317,092 | $414,536 | $116.10 | $(9,050,423) | | 2024 | $482,215 | $734,207 | $378,305 | $547,388 | $94.80 | $(8,056,445) | | 2023 | $266,959 | $350,416 | $246,740 | $292,241 | $86.30 | $(6,450,531) |
PAY VERSUS PERFORMANCE
(1) Rachel Goldman, served as our PEO for each of the fiscal years ended June 30, 2025, 2024 and 2023. (2) Our Non-PEO named executive officers include Carlo Buffone for the fiscal years ended June 30, 2025, 2024 and 2023 and Glen Van Treek for the fiscal years ended June 2024 and 2023. (3) No adjustments from SCT to CAP, stock option awards paid during the year vested immediately. No prior year adjustments. (4) The Total Shareholder Return is based upon the cumulative change in value of $100 invested on the last trading day as of the end of the year reported. The table below shows the percentage changes in selected metrics from above.
PAY VERSUS PERFORMANCE
| Period | Compensation Actually Paid to PEO | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Net Loss | | 2024 to 2025 | -29% | -24% | Increased 22.47 % | 12% | | 2023 to 2024 | 81% | 87% | Increased 9.85 % | 25% |
PAY VERSUS PERFORMANCE
Relationship between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. From 2023 through 2024, the compensation actually paid to our PEO increased 81% and the average compensation actually paid to the Non-PEO NEOs increased 87%, compared to a 25% increase in our net loss over the same time period. Net loss included in the Pay Versus Performance table is calculated in accordance with GAAP. Total Shareholder Return. From 2023 to 2024, the total shareholder returns increased 9.85 % from $86.30 to $94.80. Relationship between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income. From 2024 through 2025, the compensation actually paid to our PEO decreased 52% and the average of the compensation actually paid to the Non-PEO NEOs decreased 24%, compared to a 12% increase in our net loss over the same time period. Net loss included in the Pay Versus Performance table is calculated in accordance with GAAP. Total Shareholder Return. From 2024 to 2025, the total shareholder returns increased 22.47 % from $94.80 to $116.10. We are asking stockholders to vote on the following resolution: “RESOLVED, that the stockholders of Paramount Gold Nevada Corp. approve, on an advisory basis, the compensation paid to its named executive officers.” As indicated above, the stockholder vote on this resolution will not be binding on our Company or the Board and will not be construed as overruling or determining any decision by us or by the Board. The vote will not be construed to create or imply any change to our fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for our Company or the Board.
PROPOSAL No. 5: APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN
PROPOSAL No. 5: APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN
Amendment to the Company’s 2016 Stock Incentive and Equity Compensation Plan
Amendment to the Company’s 2016 Stock Incentive and Equity Compensation Plan At the Annual Meeting, stockholders will be asked to approve an amendment to the Paramount 2016 Stock Incentive and Equity Compensation Plan (as amended to date, the “2016 Plan”) as described below. The 2016 Plan was initially approved by the stockholders on December 14, 2016. Amendments to the 2016 Plan were approved on two occasions by the stockholders, on December 12, 2018,on December 9, 2021 and on December 13, 2023. The proposed amendment to the 2016 Plan (the “Amendment”), described below, was adopted by the Board on October 27, 2025, subject to stockholder approval. The persons named in the enclosed form of proxy intend to vote FOR the Amended 2016 Plan. The proposed Amendment to the 2016 Plan would increase the maximum number of shares that may be issued pursuant to the 2016 Plan by an additional 2,000,000 shares, representing approximately 2.55 % of the issued and outstanding shares of common stock of the Company issued and outstanding on the Record Date. As of the Record Date, a total of 895,000 shares were subject to outstanding awards granted under the 2016 Plan, and there were 773,182 shares available for new award grants under the 2016 Plan before taking the proposed share increase into account. The Company believes that incentives and stock-based awards focus employees on the objective of creating stockholder value and promoting the success of the Company, and that incentive compensation plans like the 2016 Plan are an important attraction, retention and motivation tool for participants in the plan. The Board believes that the number of shares currently available for new award grants under the 2016 Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives and, accordingly, recommends the proposed Amendment. If our stockholders do not approve the proposed Amendment of the 2016 Plan, the 2016 Plan will remain unchanged.
Types of Awards
Types of Awards Awards under the 2016 Plan may include restricted shares of common stock, registered shares of common stock, (if a registration statement has been filed) non-qualified stock options, incentive stock options (“ISOs”) restricted stock units (“RSUs”), and stock appreciation rights (“SARs”). Restricted Shares are shares of common stock issued to a recipient subject to such terms and conditions, including, without limitation, forfeiture and to such restrictions against sale, transfer or other disposition, as the Compensation Committee may determine at the time of issuance. RSUs are the right to receive an amount equal to the fair market value of the shares covered by the RSU at some future date after the grant. A SAR is the right to receive cash, common stock or both based on the increase in the market value of the shares of common stock covered by such SAR from the initial date of the performance period for such SAR to the date of exercise. If the Compensation Committee elects to pay an amount to a participant in common stock, such common stock shall be valued at fair market value (as defined in the 2016 Plan) as the day of exercise of the SAR. We may only issue registered securities if the Company files a registration statement with the SEC. The 2016 Plan provides that ISOs may be granted to a recipient during a calendar year only if the aggregate fair market value (determined as of the time an ISO is granted) of common stock with respect to which ISOs are exercisable for the first time by such recipient during any calendar year under the 2016 Plan and any other “incentive stock option plans” maintained by the Company does not exceed $100,000.
Term of Options
Term of Options The term of each stock option shall be fixed by the Compensation Committee provided that no stock option shall be exercisable more than five (5) years after the date the stock option is granted and provided further that no ISO granted to a ten percent stockholder shall be exercisable more than five (5) years after the date the option is granted.
Market Appreciation of Stock Appreciation Rights
Market Appreciation of Stock Appreciation Rights The 2016 Plan provides for tandem and non-tandem stock appreciation rights. A tandem stock appreciation right shall mean the right to surrender to the Company all (or a portion) of a stock option in exchange for an amount in cash or stock equal to the excess of (i) the fair market value (as that term is defined in the 2016 Plan), on the date such stock option (or such portion thereof) is surrendered, of the common stock covered by such stock option (or such portion thereof), over (ii) the aggregate exercise price of such stock option (or such portion thereof). A non-tandem stock appreciation right shall mean the right to receive an amount in cash or stock equal to the excess of (x) the fair market value of a share of common stock on the date such right is exercised, over (y) the aggregate exercise price of such right, other than on surrender of a stock option.
Incentive Stock Options
Incentive Stock Options A recipient who is granted an ISO will not recognize any taxable income for federal income tax purposes on either the grant or the exercise of the ISO. If the recipient disposes of the shares purchased pursuant to the ISO more than two years after the date of grant and more than one year after the transfer of the shares to him (the required statutory “holding period”), (a) the recipient will recognize long-term capital gain or loss, as the case may be, equal to the difference between the selling price and the option price; and (b) the Company will not be entitled to a deduction with respect to the shares of stock so issued. If the holding period requirements are not met, any gain realized upon disposition will be taxed as ordinary income to the extent of the excess of the lesser of (i) the excess of the fair market value of the shares at the time of exercise over the option price, or (ii) the gain on the sale. The Company will be entitled to a deduction in the year of disposition in an amount equal to the ordinary income recognized by the recipient. Any additional gain will be taxed as short-term or long-term capital gain depending upon the holding period for the stock. A sale for less than the option price results in a capital loss. Generally, if an ISO is not exercised within three months following a participant’s termination of employment, the ISO will be treated as a non-qualified stock option. Ordinarily, the excess of the fair market value of the shares on the date of exercise over the option price is an alternative minimum tax addition. A corresponding alternative minimum tax subtraction is allowed in the year in which the shares are disposed. See “Alternative Minimum Tax,” below.
Non-qualified Stock Options
Non-qualified Stock Options The recipient of a non-qualified stock option under the 2016 Plan will not recognize any income for federal income tax purposes on the grant of the option. Generally, on the exercise of the option, the recipient will recognize taxable ordinary income equal to the excess of the fair market value of the shares on the exercise date over the option price for the shares. The Company generally will be entitled to a deduction on the date of exercise in an amount equal to the ordinary income recognized by the recipient. Upon disposition of the shares purchased pursuant to the stock option, the recipient will recognize long-term or short-term capital gain or loss, as the case may be, equal to the difference between the amount realized on such disposition and the basis for such shares, which basis includes the amount previously recognized by the recipient as ordinary income.
Tandem Stock Appreciation Rights
Tandem Stock Appreciation Rights Stock Appreciation Rights may be granted in conjunction with all or part of any stock option (a “Reference Stock Option”) granted under the 2016 Plan (“Tandem Stock Appreciation Rights”). In the case of a non-qualified stock option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Compensation Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, a participant shall be entitled to receive up to, but no more than, an amount in cash and/or shares of common stock equal in value to the excess of the fair market value of one Common Share over the option price per share specified in the Reference Stock Option multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Compensation Committee having the right to determine the form of payment.
Restricted Stock Units
Restricted Stock Units The federal income tax consequences with respect to RSU's depend on the facts and circumstances of each award, including the nature of any restrictions imposed with respect to the awards. In general, if an award of stock granted to the participant is subject to a “substantial risk of forfeiture” (e.g., the award is conditioned upon the future performance of substantial services by the participant) and is nontransferable, a taxable event occurs when the risk of forfeiture ceases or the awards become transferable, whichever first occurs. At such time, the participant will recognize ordinary income to the extent of the excess of the fair market value of the stock on such date over the participant’s cost for such stock (if any), and the same amount is deductible by us, assuming that a deduction is allowed under Section 162(m) of the Code. If the RSU granted to the participant is not subject to a substantial risk of forfeiture or transferability restrictions, the participant will recognize ordinary income with respect to the in an amount equal to the fair market value of the stock at the time of grant, and the same amount is deductible by us, assuming that a deduction is allowed under Section 162(m) of the Code. If an RSU is granted but no stock is actually issued to the participant at the time the award is granted, the participant will recognize ordinary income at the time the participant receives the stock free of any substantial risk of forfeiture (or receives cash in lieu of such stock) and the amount of such income will be equal to the fair market value of the stock at such time, and the same amount is then deductible by us, assuming that a deduction is allowed under Section 162(m) of the Code.
The Compensation Committee
The Compensation Committee The Compensation Committee is comprised of three independent directors, currently consisting of Messrs. Fronk (Chair), Gonzalez-Urien, and Dr. Carden. The Compensation Committee assists the Board in overseeing executive compensation and administers Paramount’s executive bonus and equity compensation plan. The Compensation Committee’s primary responsibilities include: • evaluating the performance of and establishing compensation for Paramount’s President and Chief Executive Officer; • establishing compensation levels for Paramount’s directors and executive officers and reviewing executive compensation matters generally; • making recommendations to the Board with respect to approval and adoption of all cash and equity-based incentive plans; and • approving awards of options, restricted shares, restricted share units and other equity rights to executive officers. The Compensation Committee’s further responsibilities are discussed more fully in its charter. Compensation Committee Report The Compensation Committee of the Board has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with management. Based on this review and these discussions, the Compensation Committee recommended to the Board that the section entitled “Executive Compensation” be included in this Proxy Statement and incorporated by reference into Paramount’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Submitted by the Compensation Committee of the Board, Rudi Fronk, Chair Eliseo Gonzalez-Urien Dr. John Carden
The Audit Committee
The Audit Committee The Audit Committee currently consists of Messrs. Reynolds (Chair), Pelletier, and Dr. John Carden. The Board has determined that each member of the Audit Committee is independent under NYSE American rules and Rule 10A-3 under the Exchange Act. Each member of the Audit Committee is financially literate and experienced in financial matters and has not participated in the preparation of Paramount’s financial statements at any time during the past three years. The Board has also determined that Mr. Reynolds is the “audit committee financial expert” within the meaning of applicable SEC regulations. During our last fiscal year, our Audit Committee met a total of four times. The Audit Committee assists the Board in its oversight of Paramount’s financial reporting, focusing on the integrity of Paramount’s financial statements, Paramount’s compliance with legal and regulatory requirements, the qualifications an independence of Paramount’s independent auditor and the performance of Paramount’s internal audit function and independent auditor. The Audit Committee’s primary responsibilities include: • acting as the direct contact with Paramount’s independent auditor, who is ultimately accountable to the Audit Committee and the Board; • appointing the independent auditor, setting the terms of compensation and retention for the independent auditor and overseeing the work of the independent auditor; • pre-approving all audit and non-audit services provided to Paramount by the independent auditor, except for items exempt from pre-approval requirements under applicable law; and • acting in respect of all other matters as to which Audit Committee action is required by law or applicable listing standards. The Audit Committee’s responsibilities and key practices are more fully described in its written charter. In accordance with the rules of the NYSE American, the Audit Committee reviews and reassesses the adequacy of its written charter on an annual basis. Audit Committee Report Pursuant to rules adopted by the SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the Audit Committee of our Board of Directors submits the following report:
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION Set out below is information as of Thursday, October 16, 2025, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance under our 2015 Plan and 2016 Plan.
Equity Compensation Plan Information
Equity Compensation Plan Information
Equity Compensation Plan Information
| Plan Category | Number of Securities to be issued upon exercise of outstanding options and RSU's | Weighted average exercise price per share of outstanding options and RSU's | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plans approved by security holders | 1,555,000 | $1.08 | 866,000 | | Equity compensation plans not approved by security holders | — | $— | — | | TOTAL | 1,555,000 | | 866,000 |
Equity Compensation Plan Information
As of the Record Date, Thursday, October 16, 2025, 845,000 restricted share units (“RSUs”) were outstanding, and 710,000 stock options were outstanding under our Equity Incentive Plans to acquire 1,555,000 shares of common stock.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation on Earnings | All Other Compensation | Total | | Rachel Goldman | 2025 | $240,000 | $60,000 | $91,332 | $— | — | — | — | $391,332 | | Chief Executive Officer | 2024 | $227,500 | $172,000 | $82,715 | $— | — | — | — | $482,215 | | | 2023 | $206,959 | $— | $60,000 | $— | — | — | — | $266,959 | | Carlo Buffone | 2025 | $210,000 | $37,000 | $70,092 | $— | — | — | — | $317,092 | | Chief Financial Officer | 2024 | $203,750 | $70,000 | $57,085 | $— | — | — | — | $330,835 | | | 2023 | $200,000 | $— | $30,000 | $— | — | — | — | $230,000 | | Glen Van Treek | 2025 | — | — | — | — | — | — | — | — | | Chief Operating Officer | 2024 | $215,625 | $140,250 | $69,900 | $— | — | — | — | $425,775 | | | 2023 | $203,479 | $— | $60,000 | $— | — | — | — | $263,479 |
Summary Compensation Table
(1) The amounts reported reflect the aggregate grant fair value of option awards granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 5 to our notes to consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on Thursday, September 25, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to market based vesting conditions.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Cash Compensation Each year, an independent director is eligible to receive a cash retainer of $20,000 for serving on our Board of Directors. The chairperson of the audit committee receives a $7,000 cash retainer in addition their director cash compensation and the chairpersons of the technical, and corporate governance and nominating committees each receive a $5,000 cash retainer in addition to their director cash compensation. The Chairman of our Board of Directors receives an annual cash retainer of $40,000. Equity Compensation Directors are eligible to receive equity compensation as determined by the Compensation Committee from the 2015 Plan and the 2016 Plan. The purpose of the 2015 Plan and the 2016 Plan is to attract, retain and reward officers, employees, directors, consultants and advisors to the Company and its subsidiaries and affiliates, provide equitable and competitive compensation opportunities, authorize incentive awards that appropriately reward achievement of our goals and recognize individual contributions without promoting excessive risk and promote creation of long-term value for stockholders by closely aligning the interests of participants with the interests of stockholders. In 2025, each non-chair, non-employee director was granted 75,000 stock awards pursuant to and part of the Company’s board renumeration plan. The shares vested immediately. The following table provides information concerning compensation for our non-employee directors for fiscal 2025. Information about Ms. Goldman’s compensation for fiscal 2025 is provided with that of the other NEO’s in the above Executive Compensation section and accompanying tables.
DIRECTOR COMPENSATION
| Name | Fees Earned or paid in cash | Stock Awards | Option Awards | Non-equity incentive plan compensation | Non-qualified deferred compensation | All other compensation | Total | | Christopher Reynolds | $27,000 | $26,550 | $— | $— | $— | $— | $53,550 | | Eliseo Gonzalez-Urien | $20,000 | $26,550 | $— | $— | $— | $— | $46,550 | | John Carden | $25,000 | $26,550 | $— | $— | $— | $— | $51,550 | | Pierre Pelletier | $20,000 | $26,550 | $— | $— | $— | $— | $46,550 | | Rudi Fronk | $40,000 | $— | $— | $— | $— | $— | $40,000 | | Samantha Espley | $20,000 | $26,550 | $— | $— | $— | $— | $46,550 |
DIRECTOR COMPENSATION
The amounts reported reflect the aggregate grant fair value of option awards granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 5 to our notes to consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on Thursday, September 25, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to market based vesting conditions. Outstanding Equity Awards at Fiscal Year-End June 30, 2025
DIRECTOR COMPENSATION
| | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market Units That Have Not Vested | | John Carden | 16,666 | 8,334 | — | $1.12 | 12/17/25 | 20,000(1) | $8,000 | | Eliseo Gonzalez-Urien | 16,666 | 8,334 | — | $1.12 | 12/17/25 | 20,000(1) | $8,000 | | Christopher Reynolds | 16,666 | 8,334 | — | $1.12 | 12/17/25 | 20,000(1) | $8,000 | | Pierre Pelletier | 16,666 | 8,334 | — | $1.12 | 12/17/25 | 20,000(1) | $8,000 | | Samantha Espley | 50,000 | — | — | $0.60 | 06/01/27 | 20,000(1) | $8,000 |
DIRECTOR COMPENSATION
RSU’s vest on January 26, 2026