DEF 14A of Kura Sushi Usa, Inc., Dec 10, 2025

DEF 14A of Kura Sushi Usa, Inc.

Filed Dec 10, 2025 · FY20250001193125-25-314444

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS The Company’s Board of Directors is presently comprised of five members. These directors are elected by the stockholders at each annual meeting to serve until the next annual meeting following their election. The Company’s current Board of Directors consists of Shintaro Asako, Treasa Bowers, Kim Ellis, Carin L. Stutz and Hajime Uba. Kim Ellis will not be standing for re-election at the Annual Meeting, and the Board of Directors has also nominated Claudia Schaefer to fill the newly created vacancy upon the expiration of Ms. Ellis’ term, with Ms. Schaefer to serve as a director upon her election and qualification at the Annual Meeting. The Company thanks Ms. Ellis for her years of service. Ms. Schaefer’s nomination as a director was recommended by a non-management director and an executive officer. Each of the nominees for election is currently a director of the Company except for Ms. Schaefer. If elected at the Annual Meeting, each of the nominees would serve until the next annual meeting and until his or her successor shall have been duly chosen and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. If any of the nominees are unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board. Alternatively, the Board may reduce the size of the Board. The names of the nominees for election as directors at the Annual Meeting, and certain information about them, including their ages as of December 10, 2025, are included below.

  2. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    | Nominees | Age | Position | Term Expiration | Expiration of Term for which Nominated | | Shintaro Asako(1)(2)(3)(4) | 51 | Director | 2026 | 2027 | | Treasa Bowers(1)(2)(3) | 62 | Director | 2026 | 2027 | | Claudia Schaefer | 57 | Director | N/A | 2027 | | Carin L. Stutz(1)(3) | 69 | Director | 2026 | 2027 | | Hajime Uba | 48 | President, Chief Executive Officer, Director and Chairman of the Board | 2026 | 2027 |

  3. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating Committee. (4) Lead Independent Director.

  4. Nominees for Election as Directors

    Nominees for Election as Directors Shintaro Asako has served as a member of our Board of Directors since the completion of our initial public offering on August 5, 2019. He is a general partner of Delight Ventures, a Japanese Venture Capital Firm specializing in making investments to early-stage startups, where he has served in such capacity since May 2022. He is also the founder and Chief Executive Officer of Bulldog Advisory Inc., a California professional firm specializing in board and executive consultation services since August 2019. From 2011 to July 2019, he served in various management capacities with DeNa Co., Ltd., a developer of mobile game and online services, including as Chief Financial Officer and regional Chief Executive Officer & Chief Financial Officer of its western operations. From 2006 through 2011, Mr. Asako served as the Chief Financial Officer at MediciNova, Inc. Prior to his services with MediciNova, Inc., Mr. Asako held various positions at KPMG LLP and Arthur Andersen LLP, providing a variety of audit, tax, and business consulting services to multinational clients. Mr. Asako currently serves on various public and private company boards of directors, including 7-Eleven, Inc., Uzabase, Inc., and Striemo, Inc. Mr. Asako holds a Bachelor of Science from the University of Southern California Leventhal School of Accounting and is a certified public accountant from the state of California. Mr. Asako possesses strong knowledge and experience in financial management, strategic planning as well as background in regulations for publicly listed companies both in the United States and Japan, making him qualified to serve as a member of our Board of Directors. Treasa Bowers has served as a member of our Board of Directors since July 2024. She is the Executive Vice President and Chief Human Resources Officer for 7-Eleven, Inc, where she leads the company’s talent strategy, overseeing talent acquisition, talent management, training and development, total rewards and employee relations. Ms. Bowers currently serves on CSN’s Diversity and Inclusion Advisory Board, as well as the Boards of Directors of Scholarship America and the Global Leadership Enhancement and Mentoring Network. Ms. Bowers is a graduate of the Human Resources Institute at Villanova University and received a Bachelor of Science degree in business administration and management from Kennedy-Western University. Ms. Bowers has significant leadership and talent management experience, and strong knowledge in the retail industry that provides her with the qualifications and skills to serve as a member of our Board of Directors. Claudia Schaefer is the Chief Marketing Officer at Smoothie King, where she focuses on driving relevance and differentiation across all guest and teammate touchpoints—including store design, branding, innovation, merchandising, and digital experiences. Her approach is grounded in consumer insights and experience design, with the goal of inspiring healthy, purpose-driven lifestyles. Prior to joining Smoothie King, Ms. Schaefer served as the Chief Experience Officer at Caliber, parent company of Caliber Collision, where she was responsible for positioning and marketing the Caliber brand while delivering a seamless and differentiated customer experience for all constituents. Before Caliber, Ms. Schaefer was the Chief Marketing Officer for Jamba Juice; she served in the same capacity at Cheddar’s Scratch Kitchen. In both roles, she focused on driving transactions and sales by revitalizing and repositioning the brands to strengthen relevance and differentiation. Previously, Ms. Schaefer worked at Brinker International, parent company of Chili’s Bar & Grill, where she served in multiple marketing capacities both domestically and internationally. In addition to her full-time leadership responsibilities, Ms. Schaefer served on the board of directors for Anthony’s Coal Fired Pizza from 2019 through its sale in 2021. Selected by owners LCatterton for the position, her role was operational in nature, helping to guide positioning and growth in the restaurant concept. Ms. Schaefer has significant leadership and marketing experience along with strong knowledge in the hospitality industry that provides her with the qualifications and skills to serve as a member of our Board of Directors. Carin L. Stutz has served as a member of our Board of Directors since December 2021. Ms. Stutz was the President and Chief Executive Officer of Native Foods, a 100% plant-based fast casual eatery from October 2019 to March 2023. Previously, she served as Executive Vice President and Chief Operating Officer for Red Robin Gourmet Burgers, Inc. where she led operations for the casual dining chain. During her tenure, she realigned the operations team for improved efficiency, resulting in the Company’s improved P&L. Before joining Red Robin, Ms. Stutz served at FOCUS Brands LLC as President of the McAlister’s Deli brand and positioned the brand for rapid growth, moving from nine openings to more than 44 openings per year, including franchise development. Prior to FOCUS Brands LLC, Ms. Stutz served in various leadership capacities, including President and Chief Executive Officer at Cosi bakery-café, President of Global Business Development at Brinker International, Inc., Executive Vice President of Operations at Applebee’s International, Inc. and Division Vice President at Wendy’s International, Inc. Ms. Stutz currently serves on the board of directors of Hawaiian Bros and is an active member of the Fast Casual Industry Council, the Illinois Restaurant Association Board, and a founding member of the GLEAM Network Board of Directors. Ms. Stutz has extensive experience in the restaurant industry, as well as a strong experience in team development and brand differentiation, that provider her with the qualifications and skills to serve as a member of our Board of Directors. Hajime “Jimmy” Uba has served as President and Chief Executive Officer of the Company since 2008 and also served as interim Chief Operating Officer from August 2020 through July 2021. Mr. Uba became a member of our Board of Directors in October 2017. Mr. Uba joined the Company’s majority stockholder, Kura Sushi, Inc. (“Kura Japan”), in 2000 and in 2008 was selected to establish and grow the Company. From 2004 to 2008, Mr. Uba headed operations for Kura Japan, where he oversaw operations for Eastern and Western Japan. During this time, Mr. Uba was responsible for the expansion of the Kura brand into Eastern Japan and managed over 100 restaurants. From 2000 to 2004, Mr. Uba spent three years as a restaurant manager and one year as a regional manager. During his tenure, Kura Japan grew from approximately 30 to 180 restaurant locations. He holds a Bachelor of Arts from Kansai University in Japan. Mr. Uba possesses extensive knowledge of all facets of our business and operations, as well as a deep understanding of our history and culture, making him qualified to serve as a member of our Board of Directors.

  5. Director Compensation

    Director Compensation The following is a summary of the structure of our Board compensation program design. Each non-employee director receives an annual cash retainer and an annual grant of restricted stock units (“RSUs”) for board service, and if such non-employee director serves as a committee chair or a lead independent director, an additional annual cash retainer for such committee chair or lead independent director service. The Board has currently fixed the cash retainer for board service at $50,000 per year, the cash retainer for service as a committee chair at $15,000 to $25,000 per year and the cash retainer for service as a lead independent director at $20,000 per year. Each non-employee director has received annual RSUs issued under the 2018 Incentive Compensation Plan with the value of approximately $70,000 on the grant date. Such grants have the other terms provided for in the 2018 Incentive Compensation Plan and the award agreement providing for such grant. A director who is also an employee, such as Mr. Uba, has not and will not receive any compensation for service as a director. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors, including expenses incurred in attending board meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as the protection provided by director and officer liability insurance provided by us. The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended August 31, 2025.

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Shintaro Asako | $95,000 | $70,000 | $165,000 | | Kim Ellis | $50,000 | $70,000 | $120,000 | | Carin Stutz | $65,000 | $70,000 | $135,000 | | Treasa Bowers | $62,151 | $70,000 | $132,151 |

  7. Director Compensation

    (1) Each non-employee director was granted RSUs on February 3, 2025. The amounts reported in the “Stock Awards” column represent the grant date fair value of 875 RSUs for directors that served a full term computed in accordance with FASB ASC Topic 718.

  8. Best Compensation Practices and Polices

    | What We Do | What We Don’t Do | | • Align Pay with Performance: A significant portion of executive compensation is performance-based, tied to performance goals that align with our short- and long-term objectives and stockholder value creation | • No Single Triggers: Any payments or benefits in the event of a change in control require a qualifying termination of employment (“double trigger”) | | • Engage Independent Compensation Consultant: Our Compensation Committee engages an independent consultant for objective advice regarding executive pay | • No Hedging and Pledging: We prohibit all employees and directors from engaging in hedging, pledging and speculative transactions in derivatives of Company securities | | • Focus on Retention and Long-Term Value Creation: Our executive compensation package is heavily weighted towards equity awards that have long-term vesting | • No Perquisites: Do not provide perquisites to any NEOs | | • Recoupment Policy: We maintain a Recoupment Policy that aligns with SEC regulations and applies to incentive-based compensation granted, earned, or vested to our executives | • No Dividends paid on Unvested Awards: Any dividends or dividend equivalents related to equity awards are subject to the same vesting restrictions as the underlying awards | | • Assess and Manage Risk: We conduct an annual risk assessment to identify any significant risks in our incentive compensation programs | • No Uncapped Incentives: We cap on short-term cash incentive to curtail behavior focused on short-term gain | | Maintain Ownership Guidelines: We believe that certain executives and non-employee directors of the Board should own stock to promote a long-term perspective in managing Kura and to ensure alignment with stockholders, capital markets and public interests | |

  9. Elements of Compensation

    | Element | Form | Time Horizon | Objectives | | Base Salary | Cash (Fixed) | Annual | Attract and retain our NEOs with fixed cash compensation to provide stability that allows our NEOs to focus their attention on business objectives and ensures reasonable base pay if targets are not met, so as to discourage excessive risk-taking | | Annual Cash Incentive | Cash (Variable) | Annual | Focus and motivate our NEOs to achieve annual corporate financial and operating goals with opportunity for upside based on exceptional performance, but with payout capped to curtail behavior focused on short-term gain | | Long-Term Equity Incentives | RSUs | Ratable four-year vesting | Encourage retention of our NEOs and promote stability among senior management | | | (Variable) | | | | | PSUs | Three-year cliff vesting | Focus and motivate our NEOs to achieve long-term corporate financial and operating goals | | | (Variable) | | |

  10. The Decision-Making Process

    The Decision-Making Process Role of the Compensation Committee. The Compensation Committee of the Board (“Compensation Committee”) has the responsibility for establishing, implementing, and continually monitoring adherence to our compensation philosophy. The goal of the Compensation Committee is to ensure that the total compensation paid to our executive officers is fair, competitive, and properly structured to attract and retain talent and align management’s interests with those of our stockholders. The Compensation Committee reviews the performance of our NEOs and other key employees and reports to the Board of Directors. In such capacity, the Compensation Committee administers our executive compensation program, reviews our policies and monitors the performance and compensation of the NEOs and other key employees. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at https://ir.kurausa.com/governance/overview. The Compensation Committee review and determine, or recommend to the Board for determination of, the compensation of the CEO and other NEOs. The Role of Management. Only the Compensation Committee members can vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee— providing management input, transparency, and oversight. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding the CEO and other NEOs’ compensation. Role of the Independent Compensation Consultant. The Compensation Committee has engaged Pearl Meyer & Partners, LLC as its independent executive compensation consultant. Pearl Meyer provides analysis and recommendations regarding market pay data and competitive-position benchmarking, peer group development, performance measures and goals program structure, incentive and equity plan design, and the regulatory environment and Company policies as they relate to executive compensation. Pearl Meyer also reviews compensation goals and priorities with our CEO as part of providing advice and recommendations for the Compensation Committee. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. Competitive Pay Positioning and the Peer Group. The Compensation Committee, in collaboration with our management, reviews market data related to pay practices among comparable companies but does not target specific market positioning when determining compensation for the NEOs. Rather, the Compensation Committee uses comparative market data as one of several factors when making individual compensation decisions. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Compensation Committee desires to balance general internal and external equity and reserve the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent. As part of its compensation review process for fiscal 2025, the Compensation Committee reviewed an analysis prepared by its independent compensation consultant of market pay practices for positions similar to our NEOs, adjusted to take into account differences if any, between the scope of our NEOs’ responsibilities compared to their counterparts in positions with similar titles in comparable companies. This analysis used pay comparisons from comparable companies in the restaurant and hospitality industry as compiled from proxy disclosures and other SEC filings as well as proprietary survey data. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2025 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly-available data for a group of peer companies (the “2025 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. Selection criteria for determining/reviewing the 2025 Compensation Peer Group, used to establish the competitive market for the NEOs, generally include companies that are in the same or similar lines of business, compete for the same customers with similar products and services, and have comparable financial characteristics (i.e., revenues ranging between $50 million and $1.3 billion and market capitalization between $150 million and $4.0 billion). • Ark Restaurants Corp. • Chuy’s Holdings, Inc. • El Pollo Loco Holdings, Inc. • Good Times Restaurants Inc. • Nathan’s Famous, Inc. • Noodles & Company • Potbelly Corporation • Portillo’s Inc. • Shake Shack Inc. • The ONE Group Hospitality, Inc.

  11. Annual Cash Incentives

    Annual Cash Incentives The NEOs were provided annual cash performance incentive awards, which are payable based on our performance against specific financial and strategic objectives. At the beginning of each fiscal year, the Compensation Committee establishes both the performance objectives and the formula for determining potential annual incentive award payments. Actual awards are payable, if at all, in the first quarter of the fiscal year following the year in which such awards were earned, after the Compensation Committee certifies performance relative to the pre-established objectives. 2025 Target Award Opportunities. Annual incentive targets are expressed as a percentage of base salary and based on market data, internal equity, and size and scope of job responsibilities. Actual awards may range from zero to 150% of target. The Compensation Committee also considers market data in setting target award amounts. Target annual incentive award opportunities for 2025 were as follows:

  12. Annual Cash Incentives

    | Name | 2025 Base Salary ($) | 2025 Target Annual Incentive Opportunity (%) | 2025 Target Annual Incentive Opportunity ($) | | Hajime Uba | $535,000 | 70% | $374,500 | | Jeffrey Uttz | $400,000 | 55% | $220,000 | | Shahin Allameh | $327,000 | 50% | $163,500 | | Robert Kluger | $297,000 | 50% | $148,500 | | Arlene Petokas | $287,000 | 45% | $129,150 |

  13. Annual Cash Incentives

    2025 Performance Objectives. An individual NEO’s annual incentive award is based on the following mix of performance metrics:

  14. CEO, CFO, COO and CPO

    | Performance Metrics | Weightings | Rationale | | Adjusted EBITDA(1) | 75% | Focuses on profitable growth, while continuing to provide strong accountability for returns. Adjusted EBITDA provides a more useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results. | | Revenue | 25% | Ensures we are delivering an appropriate level of topline growth. |

  15. CDO

    | Performance Metrics | Weightings | Rationale | | Adjusted EBITDA(1) | 60% | Same as above | | Revenue | 20% | Same as above | | Signed Lease | 20% | Focuses on new restaurant openings for business growth |

  16. CDO

    (1) Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and excluding stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation, that we believe are not indicative of our core operating results. For the purpose of Annual Cash Incentives, Adjusted EBITDA performance (both budget and actual performance) excludes bonus expense. 2025 Performance Levels & Results. The table below shows the performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (150% payout) award amounts, along with actual results for 2025. Any performance falling below the designated threshold results in no payout to participants. If performance is achieved at a level between threshold and target or between target and maximum, the payout level is determined through straight-line interpolation.

  17. CDO

    | Performance Metrics | Performance Goals | | | Actual Results | | | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | | | Adjusted EBITDA(1) | $24.1 million | $26.7 million | $29.4 million | $22.2 million | | Revenue | $263.1 million | $277.0 million | $290.8 million | $282.8 million | | Signed Lease | On or above 12 | On or above 16 | On or above 20 | 16 |

  18. CDO

    (1) Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and excluding stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation, that we believe are not indicative of our core operating results. For the purpose of Annual Cash Incentives, Adjusted EBITDA performance (both budget and actual performance) excludes bonus expense. 2025 Annual Incentive Award Payouts. Following a review of annual performance and achievement against the goals set for 2025, the Compensation Committee exercised its discretion to provide an additional cash award acknowledging the Company’s successful follow-on offering in November 2024, which raised additional capital to fund future expansion and strategic investments. The discretionary incentive amount provided was equal to funding the Adjusted EBITDA component at 25% of target. Based on the results above, the actual annual incentive awards paid to the NEOs for 2025 were as follows:

  19. CDO

    | Name | 2025 Target Annual Incentive Opportunity (%) | 2025 Target Annual Incentive Opportunity ($) | Adjusted EBITDA Results (Payout as a % of Target)(1) | Revenue Results (Payout as a % of Target) | Signed Lease (Payout as a % of Target) | Actual Award ($) | Actual Award (% of Target) | | Hajime Uba | 70% | $374,500 | 25% | 121% | N/A | $183,412 | 49% | | Jeffrey Uttz | 55% | $220,000 | 25% | 121% | N/A | $107,745 | 49% | | Shahin Allameh | 50% | $163,500 | 25% | 121% | N/A | $80,074 | 49% | | Robert Kluger | 50% | $148,500 | 25% | 121% | 100% | $87,882 | 59% | | Arlene Petokas | 45% | $129,150 | 25% | 121% | N/A | $63,252 | 49% |

  20. Long-Term Equity Incentives

    Long-Term Equity Incentives Equity-based compensation comprises the most significant component of total executive compensation to align executive compensation with our long-term performance and to encourage executives to make decisions for the benefit of our stockholders. Each of our NEOs is eligible to receive equity compensation, which may consist of a mix of stock options, restricted stock, and restricted stock units, to encourage a focus on long-term stockholder value and to foster long-term retention. Equity awards are granted pursuant to our 2018 Incentive Compensation Plan. For fiscal year 2025, the Compensation Committee determined that our NEOs would receive the following type of equity awards: • Time-Based RSU Awards (50% of grant value): RSUs are an effective retention tool that provide value and predictable long-term compensation and aligns the interests of our executives with stockholders through direct stock ownership. The RSUs we grant vest in equal annual increments over four years, subject to the recipient’s continued employment or service with us on each vesting date. PSUs (50% of grant value): PSUs are an effective tool to link compensation with long-term performance and align the interests of our executives with those of our stockholders. The PSUs we grant have a three-year performance period. Awards will vest based on the achievement of certain performance metrics as determined at the end of the period and are subject to the recipient’s continued employment or service with us through the vesting date. For 2025, PSUs are based on the following equally weighted performance metrics: General and administrative expenses as a percentage of sales, average annual restaurant-level operating profit margin, and average annual same store sales growth. Payouts are not guaranteed, and awards may be earned at 50% of target for threshold performance and up to 150% of target for maximum performance. Any performance falling below the designated threshold results in no payout to participants. If performance is achieved between threshold and target or between target and maximum, the payout level is determined through straight-line interpolation. Performance goals for each metric for 2025 awards will be disclosed at the end of the performance period in order to avoid providing forward-looking strategic or financial targets that could create competitive harm. We approach equity compensation grants by considering the overall value of the grant (as opposed to the number of shares granted). Equity grants to all staff members, including NEOs and other executives require approval from the Compensation Committee and, in considering whether to approve such equity grants, the Compensation Committee considers past grants, corporate and individual performance, the valuation of grants, and recommendations of our CEO and the Compensation Committee’s compensation consultant. The Compensation Committee has not established formal guidelines for the size of individual equity grants for our NEOs, but considers the factors listed above as well as market data in making such decisions. The total target award values for 2025 as approved by the Compensation Committee are shown in the table below:

  21. Long-Term Equity Incentives

    | Name | RSU Value(1) | PSU Value(1) | Total Target Award Value | | Hajime Uba | $227,375 | $227,375 | $454,750 | | Jeffrey Uttz | $140,000 | $140,000 | $280,000 | | Shahin Allameh | $98,100 | $98,100 | $196,200 | | Robert Kluger | $81,675 | $81,675 | $163,350 | | Arlene Petokas | $78,925 | $78,925 | $157,850 |

  22. Long-Term Equity Incentives

    (1) The number of RSUs and PSUs granted was determined by dividing the target award values by the closing price of our common stock on the business day prior to the grant date.

  23. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Our equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, then such equity awards are granted. Annual equity awards are typically granted to our executives in February of each fiscal year. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. Our Compensation Committee approves all equity award grants on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates.

  24. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control Our NEOs are entitled to receive certain payments and/or other benefits upon certain terminations of employment or a change in control as described under “Potential Payments Upon Termination or Change in Control” below.

  25. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs did not earn any nonqualified deferred compensation benefits from us during fiscal year 2025.

  26. Risk and Compensation Policies

    Risk and Compensation Policies We have analyzed our compensation programs and policies and have determined those programs and policies are not reasonably likely to have a material adverse effect on us. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance.

  27. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation that was paid or accrued for the NEOs for the 2023, 2024 and 2025 fiscal years.

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Option Awards (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | Total | | Hajime Uba | 2025 | $517,500 | | — | $454,750 | $183,412 | $1,155,662 | | President, Chief Executive Officer, Director and Chairman of the Board | 2024 | $487,500 | | $262,478 | $112,457 | $69,063 | $931,498 | | | 2023 | $431,379 | | $193,375 | $252,875 | $196,988 | $1,074,617 | | Jeffrey Uttz | 2025 | $387,500 | | — | $280,000 | $107,745 | $775,245 | | Chief Financial Officer (4) | 2024 | $370,833 | | $170,587 | $73,107 | $39,844 | $654,371 | | | 2023 | $325,329 | $75,000(5) | $1,147,000 | $322,856(6) | $121,669 | $1,991,854 | | Shahin Allameh | 2025 | $316,000 | | — | $196,200 | $80,074 | $592,274 | | Chief Operating Officer | 2024 | $302,500 | | $117,393 | $50,243 | $29,166 | $499,302 | | | 2023 | $302,865 | | $101,500 | $43,500 | $89,610 | $537,475 | | Robert Kluger | 2025 | $291,000 | | — | $163,350 | $87,882 | $542,232 | | Chief Development Officer(7) | 2024 | $283,333 | | $99,701 | $42,687 | $47,453 | $473,174 | | Arlene Petokas | 2025 | $281,000 | | — | $157,850 | $63,252 | $502,102 | | Chief People Officer(8) | 2024 | $273,333 | | $96,210 | $41,215 | $23,233 | $433,991 |

  29. Summary Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during the 2023 and 2024 fiscal years, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options or any sale of the underlying shares of common stock. (2) The amounts reported represent the aggregate grant date fair value of the RSUs granted to the NEOs during the 2023 and 2024 fiscal years and the RSUs and PSUs granted to the NEOs during the 2025 fiscal year. The amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by the NEOs upon any sale of the underlying shares of common stock. With respect to PSUs, amounts reported for fiscal year 2025 are based on the aggregate grant date fair value based on the target level outcome of the performance conditions. With respect to the PSUs, the value of the award at the grant date assuming that the highest level of performance conditions achieved would be $341,063 with respect to Mr. Uba, $210,000 with respect to Mr. Uttz, $147,000 with respect to Mr. Allameh, $122,513 with respect to Mr. Kluger and $118,388 with respect to Ms. Petokas. (3) The amounts reported in this column consist of amounts to be paid under annual cash incentive award for services rendered in fiscal years 2023, 2024 and 2025, as discussed above under “2025 Executive Compensation Program in Detail — Annual Cash Incentives.” (4) Mr. Uttz has served as the Company’s Chief Financial Officer since October 3, 2022. (5) The amount reported represents a one-time signing bonus pursuant to Mr. Uttz’s employment agreement. (6) The amount reported includes a one-time grant of RSUs with an aggregate grant date fair value of $99,995 in connection with Mr. Uttz’s hire on October 3, 2022. (7) Mr. Kluger has served as the Company’s Chief Development Officer since May 1, 2020. Mr. Kluger’s 2023 compensation is not included because he was not a named executive officer in 2023. (8) Ms. Petokas has served as the Company’s Chief People Officer since October 18, 2021. Ms. Petokas’ 2023 compensation is not included because she was not a named executive officer in 2023.

  30. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information concerning awards granted to the NEOs during the 2025 fiscal year under our 2018 Incentive Compensation Plan:

  31. Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under | | | Estimated Possible Payouts Under | | | | | | | Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards(2) | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Hajime Uba | | | | | | | | | | RSUs | 2/3/2025 | — | — | — | — | — | — | $227,375 | | PSUs | 2/3/2025 | — | — | — | 1,421 | 2,842 | 4,263 | $227,375 | | Cash Incentive Awards | N/A | $187,250 | $374,500 | $561,750 | — | — | — | — | | Jeffrey Uttz | | | | | | | | | | RSUs | 2/3/2025 | — | — | — | — | — | — | $140,000 | | PSUs | 2/3/2025 | — | — | — | 875 | 1,750 | 2,625 | $140,000 | | Cash Incentive Awards | N/A | $110,000 | $220,000 | $330,000 | — | — | — | — | | Shahin Allameh | | | | | | | | | | RSUs | 2/3/2025 | — | — | — | — | — | — | $98,100 | | PSUs | 2/3/2025 | — | — | — | 613 | 1,226 | 1,839 | $98,100 | | Cash Incentive Awards | N/A | $81,750 | $163,500 | $245,250 | — | — | — | — | | Robert Kluger | | | | | | | | | | RSUs | 2/3/2025 | — | — | — | — | — | — | $81,675 | | PSUs | 2/3/2025 | — | — | — | 510 | 1,020 | 1,530 | $81,675 | | Cash Incentive Awards | N/A | $74,250 | $148,500 | $222,750 | — | — | — | — | | Arlene Petokas | | | | | | | | | | RSUs | 2/3/2025 | — | — | — | — | — | — | $78,925 | | PSUs | 2/3/2025 | — | — | — | 493 | 986 | 1,479 | $78,925 | | Cash Incentive Awards | N/A | $64,575 | $129,150 | $193,725 | — | — | — | — |

  32. Grants of Plan-Based Awards Table

    (1) The amounts shown reflect the possible range of annual cash incentive awards that the respective NEO would be eligible for assuming no use of discretion by the Compensation Committee in authorizing such payments. Actual amounts awarded are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For additional information, see discussion above under “2025 Executive Compensation Program in Detail — Annual Cash Incentives.” (2) The amounts shown reflect the possible range (threshold to target to maximum) of PSU awards which will be settled in shares of Common Stock, that would be earned based on the achievement of pre-established goals for the September 1, 2024 to August 31, 2027 performance period. The number of PSUs earned could be zero if performance is below the threshold. (3) The amounts shown are based on the aggregate grant date fair value of restricted stock, RSUs and PSUs awarded, computed in accordance with FASB ASC Topic 718.

  33. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards at the end of fiscal year 2025 for each of the NEOs:

  34. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | 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 | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | Hajime Uba | 77,571 | — | $4.26 | 6/15/2028 | — | — | — | — | | | 4,629 | — | $25.94 | 12/2/2029 | — | — | — | — | | | 10,720 | — | $22.65 | 2/1/2031 | — | — | — | — | | | 7,148 | | $46.15 | 2/1/2032 | — | — | — | — | | | 3,229 | 1,934(3) | $62.14 | 2/1/2033 | — | — | — | — | | | 1,665 | 2,771(3) | $98.13 | 2/1/2034 | — | — | — | — | | | — | — | — | — | 665(4) | $56,399 | — | — | | | — | — | — | — | 859(4) | $72,852 | — | — | | | — | — | — | — | 2,842(4) | $241,030 | — | — | | | — | — | — | — | — | — | 2,842(5) | $241,030 | | Jeffrey Uttz | 15,067 | 6,838(3) | $73.58 | 10/3/2032 | — | — | — | — | | | 2,458 | 1,467(3) | $62.14 | 2/1/2033 | — | — | — | — | | | 1,083 | 1,800(3) | $98.13 | 2/1/2034 | — | — | — | — | | | — | — | — | — | 505(4) | $42,829 | — | — | | | — | — | — | — | 558(4) | $47,324 | — | — | | | — | — | — | — | 1,750(4) | $148,418 | — | — | | | — | — | — | — | — | — | 1,750(5) | $148,418 | | Shahin Allameh | 30,000 | — | $52.07 | 7/26/2031 | — | — | — | — | | | 3,088 | — | $46.15 | 2/1/2032 | — | — | — | — | | | 1,698 | 1,012(3) | $62.14 | 2/1/2033 | — | — | — | — | | | 744 | 1,240(3) | $98.13 | 2/1/2034 | — | — | — | — | | | — | — | — | — | 350(4) | 29,684 | — | — | | | — | — | — | — | 384(4) | 32,567 | — | — | | | — | — | — | — | 1,226(4) | 103,977 | — | — | | | — | — | — | — | — | — | 1,226(5) | 103,977 | | Robert Kluger | 30,000 | — | $16.83 | 5/2/2030 | — | — | — | — | | | 5,235 | — | $16.25 | 5/3/2030 | — | — | — | — | | | 5,130 | — | $22.65 | 2/1/2031 | — | — | — | — | | | 3,602 | — | $46.15 | 2/1/2032 | — | — | — | — | | | 1,449 | 864(3) | $62.14 | 2/1/2033 | — | — | — | — | | | 634 | 1,051(3) | $98.13 | 2/1/2034 | — | — | — | — | | | — | — | — | — | 297(4) | $25,189 | — | — | | | — | — | — | — | 326(4) | $27,648 | — | — | | | — | — | — | — | 1,020(4) | $86,506 | — | — | | | — | — | — | — | — | — | 1,020(5) | $86,506 | | Arlene Petokas | 18,750 | 1,250(3) | $45.75 | 10/18/2031 | — | — | — | — | | | 2,973 | — | $46.15 | 2/1/2032 | — | — | — | — | | | 1,397 | 831(3) | $62.14 | 2/1/2033 | — | — | — | — | | | 611 | 1,015(3) | $98.13 | 2/1/2034 | — | — | — | — | | | — | — | — | — | 287(4) | $24,340 | — | — | | | — | — | — | — | 315(4) | $26,715 | — | — | | | — | — | — | — | 986(4) | $83,623 | — | — | | | — | — | — | — | — | — | 986(5) | $83,623 |

  35. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Each equity award is subject to the terms of our 2018 Incentive Compensation Plan. (2) Represents restricted stock units granted under our 2018 Incentive Compensation Plan that are subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (3) The shares vest over forty-eight (48) months with one-quarter of the shares subject to the equity award vesting twelve (12) months after the grant date, and the remaining shares vest in equal quarterly installments over the remaining thirty-six (36) months, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date (4) The RSUs vest over forty-eight (48) months in equal annual installments, generally subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (5) This column includes the PSUs as if they were earned at the target level for the September 1, 2024 to August 31, 2027 performance period. The number of PSUs earned for a performance period will be determined at the end of such performance period.

  36. Option Exercises and Stock Awards Vested During Fiscal Year 2025

    Option Exercises and Stock Awards Vested During Fiscal Year 2025 The following table sets forth for each NEO the exercises of stock options and the vesting of stock awards during fiscal year 2025:

  37. Option Exercises and Stock Awards Vested During Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Name | (#) | ($) | (#) | ($) | | Hajime Uba | — | — | 1,475 | $123,039 | | Jeffrey Uttz | — | — | 1,244 | $104,258 | | Shahin Allameh | — | — | 303 | $24,240 | | Robert Kluger | — | — | 259 | $20,720 | | Arlene Petokas | — | — | 249 | $19,920 |

  38. Option Exercises and Stock Awards Vested During Fiscal Year 2025

    (1) The number of shares listed in this column reflects the total number of restricted stock units that vested. (2) Amounts shown represent the value of the restricted stock units that vested, based on the closing price of our common stock on the Nasdaq Stock Market on the business day prior to the vesting date. The foregoing values do not necessarily equate to cash realized as shares continue to be held by the NEOs.

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have outstanding employment agreements with each of our NEOs as described above under “Narrative Disclosure to Summary Compensation Table” which require the payment of certain benefits to each NEO under certain circumstances. Termination by Company without Cause, Company’s Failure to Renew the Employment Agreement, or by the Executive for Good Reason Upon a termination of employment by us without cause, on the account of our failure to renew the employment agreement, or by the executive for good reason, the executive is entitled to severance consisting of (a) any Accrued Amounts (as defined below), (b) a lump sum payment equal to one times base salary (for Messrs. Uba, Allameh and Kluger) and half of base salary (for Mr. Uttz and Ms. Petokas) for the year in which the termination occurs, (c) reimbursement for payments the executive makes for COBRA coverage for a period of twelve (12) months (for Messrs. Uba, Allameh and Kluger) and for a period of six (6) months (for Mr. Uttz and Ms. Petokas) or until the executive has secured other employment, whichever occurs first, (d) accelerated vesting of the applicable portion of any options that would have vested on August 31 of that same fiscal year, absent such termination, and (e) for terminations without cause only, any unvested restricted stock units will vest on the date of termination, and the service condition of any PSUs will be deemed satisfied and the PSUs remain in effect subject to the applicable performance condition. For purposes of the employment agreement, the Company will have “cause” to terminate the executive’s employment upon (a) the executive’s willful failure to perform their duties (other than any such failure resulting from incapacity due to physical or mental illness); (b) the executive’s willful failure to comply with any valid and legal directive of our Board of Directors; (c) the executive’s willful engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (d) the executive’s embezzlement, misappropriation, or fraud, whether or not related to his employment with the Company; (e) the executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (f) the executive’s violation of a material policy of the Company; (g) the executive’s willful unauthorized disclosure of confidential information (as defined in the executive’s employment agreement); (h) the executive’s material breach of any material obligation under his employment agreement or any other written agreement between the executive and the Company; or (i) any material failure by the executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the employment term. Under the employment agreements, no act or failure to act shall be considered “willful” unless it is done, or omitted to be done, by the executive in bad faith or without reasonable belief such person’s action or omission was in the best interests of the Company and any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by our Board of Directors or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the executive in good faith and in the best interests of the Company. Pursuant to the executives’ employment agreements, the executive will have “good reason” to terminate their employment after occurrence, without their consent of (a) a material reduction in the base salary other than a general reduction in base salary that affects all similarly situated executives in substantially the same proportions; (b) any material breach by the Company of any material provision of this employment agreement; (c) a material, adverse change in his or her authority, duties, or responsibilities (other than temporarily while he or she is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public company, and capitalization as of the effective date of this employment agreement; (d) a material adverse change in the reporting structure applicable to the executive; or (e) except for Mr. Uttz, the Company’s current principal executive office is moved by 50 miles or more. However, no termination for “good reason” will be effective unless (i) the executive, provides the Company with notice of the grounds for termination of good reason within thirty (30) days of the initial existence of such grounds and (ii) the Company has at least thirty (30) days from the date on which such notice is given to cure such circumstances. If the executive does not terminate their employment for good reason within thirty (30) days after the expiration of the Company’s cure period, then the executive will be deemed to have waived their right to terminate for good reason with respect to such grounds. Pursuant to the respective employment agreements, the executives are subject to certain non-solicitation restrictions for a twelve-month period after termination of employment. Termination Due to Cause, Executive’s Failure to Renew the Employment Agreement, or by the Executive Without Good Reason Upon a termination of the executive’s employment for cause, due to the executive’s failure to renew the employment agreement, or by the executive without good reason, the executive is entitled to (a) any accrued but unpaid Base Salary and accrued but unused vacation, (b) any earned but unpaid annual cash incentive, (c) reimbursement for unreimbursed business expenses properly incurred by the Executive, and (d) employee benefits, including such equity awards granted under the 2018 Incentive Compensation Plan, if any, to which the executive may be entitled as of the termination date ((a)-(d) collectively, the “Accrued Amounts”). Termination Due to Death or Disability Upon a termination of employment due to death or disability, the executive or their legal representatives shall be entitled to any Accrued Amounts, accelerated vesting of any restricted stock and restricted stock unit awards not previously vested or forfeited, and the service condition of any PSUs will be deemed satisfied and the PSUs remain in effect subject to the applicable performance condition. Any outstanding option awards shall remain outstanding until the earlier of twelve (12) calendar months following termination due to disability or death and the option’s expiration date. Change in Control None of our NEOs are entitled to receive payments or other benefits upon a change in control in any employment agreement, award agreement or other agreement between the Company and the NEO. Our 2018 Incentive Compensation Plan provides that, if and only (i) if provided in any employment agreement, award agreement or other agreement between the Company and a Plan participant, or (ii) if the Committee makes a determination, then upon the occurrence of a change in control of the Company, (a) all outstanding options, SARs and other awards in the nature of rights that may be exercised will become immediately vested and exercisable; (b) all time-based vesting restrictions on outstanding awards will become immediately vested and exercisable, and (c) the payout opportunities attainable under all outstanding performance-based awards will vest based on target performance and the awards will pay out either in full or on a pro rata basis, based on the time elapsed prior to the change in control. Table of Potential Payments Upon Termination or Change in Control

  40. Potential Payments Upon Termination or Change in Control

    The following table sets forth the payments and benefits that would be received by each NEO in the event a termination of employment had occurred on August 31, 2025. The NEO would receive other payments and benefits as well upon termination of employment to which he or she was already entitled or vested in on such date. The actual amounts to be paid can only be determined at the time of such NEO’s separation from us and could therefore be more or less than the amounts set forth below. For the purposes of the calculations in the table, payments that would be made over time have been presented as a lump sum value.

  41. Potential Payments Upon Termination or Change in Control

    | Name | Value of Accrued Amounts | Severance Payment | Value of Accelerated Equity | Value of COBRA Payments | Total | | Hajime Uba | | | | | | | Specified Circumstances (1) | $205,704 | $535,000 | $611,310(2) | $7,025 | $1,359,039 | | Other Terminations (3) | $205,704 | — | — | — | $205,704 | | Death or Disability | $205,704 | — | $611,310(2) | — | $817,014 | | Jeffrey Uttz | | | | | | | Specified Circumstances (1) | $116,078 | $200,000 | $386,988(2) | $12,723 | $715,789 | | Other Terminations (3) | $116,078 | — | — | — | $116,078 | | Death or Disability | $116,078 | — | $386,988(2) | — | $503,066 | | Shahin Allameh | | | | | | | Specified Circumstances (1) | $95,677 | $327,000 | $270,205(2) | $22,430 | $715,312 | | Other Terminations (3) | $95,677 | — | — | — | $95,677 | | Death or Disability | $95,677 | — | $270,205(2) | — | $365,882 | | Robert Kluger | | | | | | | Specified Circumstances (1) | $101,629 | $297,000 | $225,849(2) | $25,446 | $649,924 | | Other Terminations (3) | $101,629 | — | — | — | $101,629 | | Death or Disability | $101,629 | — | $225,849(2) | — | $327,478 | | Arlene Petokas | | | | | | | Specified Circumstances (1) | $69,386 | $143,500 | $218,301(2) | — | $431,187 | | Other Terminations (3) | $69,386 | — | — | — | $69,386 | | Death or Disability | $69,386 | — | $218,301(2) | — | $287,687 |

  42. Potential Payments Upon Termination or Change in Control

    (1) Specified Circumstances include termination of the executive’s employment by us without cause, on the account of our failure to renew the employment agreement or by the executive for good reason. (2) Applicable for termination of the executive’s employment by us without cause only. Amounts include the acceleration of restricted stock units. Acceleration of the awards were calculated by multiplying the number of shares underlying each unit of restricted stock, whose vesting would be accelerated by $84.81, the closing stock price on the Nasdaq Stock Market on August 29, 2025. Amounts also include the value of outstanding PSUs assuming target level for each NEO. The final payout value of the PSUs could be differ from the estimate presented based on the level of the Company’s achievement of the applicable performance conditions. (3) Other Terminations include termination of the executive’s employment due to termination of the executive’s employment by us for cause, on the account of executive’s failure to renew the employment agreement or by the executive without good reason.

  43. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee. In fiscal year 2025, we completed the process to identify the median employee at the Company. The fiscal year 2025 median employee identification assessment involved examining the annualized base rate for all individuals (excluding our CEO) who were employed by us on August 31, 2025. We included all employees, whether employed on a full-time and part-time basis. From this group, we identified those employees with total compensation within 5% of the median and chose our median employee after considering employment tenure and compensation stability. This employee’s earnings for the period of September 1, 2024 to August 31, 2025 were used in the fiscal year 2025 CEO pay ratio calculation. Mr. Uba served in the capacity of CEO for the entire period of fiscal year 2025. In fiscal year 2025, Mr. Uba’s annual total compensation was $1,155,662, while the median employee’s earnings were $22,064. As a result, the calculated ratio of the CEO’s annual total compensation to the median employee annual total compensation is 52 to 1. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  44. Pay Versus Performance

    Pay Versus Performance

  45. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the required compensation information for our NEOs and the required financial performance information in accordance with rules adopted by the Securities and Exchange Commission. The Compensation Discussion & Analysis (“CD&A”) describes the compensation setting process for our executive officers, which is done independently from the disclosure requirements.

  46. Pay Versus Performance Table

    | | | | | | Year-end value of $100 invested on 8/31/2021 in: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1) (2) ($) | Average Summary Compensation Table total for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(1) (2) ($) | KRUS ($) | S&P 600 Restaurant Index ($) | Net Income (Loss) ($000s) | Adjusted EBITDA ($000s) | | 2025 | $1,155,662 | $1,309,918 | $602,963 | $723,410 | $166.91 | $92.42 | $(1,904) | $19,065 | | 2024 | $931,498 | $611,094 | $515,210 | $130,853 | $129.88 | $71.75 | $(8,804) | $14,564 | | 2023 | $1,074,617 | $1,262,592 | $1,264,665 | $1,636,162 | $171.95 | $75.37 | $1,502 | $14,342 | | 2022 | $650,417 | $1,137,172 | $427,156 | $241,301 | $147.14 | $67.01 | $(764) | $9,155 |

  47. Pay Versus Performance Table

    (1) Hajime Uba was our CEO for all fiscal years shown. Non-CEO NEOs reflect the average compensation for the following executives by year; 2025 and 2024: Jeffrey Uttz, Shahin Allameh, Robert Kluger, and Arlene Petokas 2023; Jeffrey Uttz and Shahin Allameh 2022: Shahin Allameh, Brent Takao (Chief Accounting Officer), and Steven Benrubi (Former Chief Financial Officer). (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid with respect to the fiscal year 2025 are shown below:

  48. Pay Versus Performance Table

    | | 2025 | | | | Uba, Hajime | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $1,155,662 | $602,963 | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | (454,750) | (199,350) | | Year-end fair value of unvested awards granted in the current year | 482,032 | 211,249 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 62,314 | 45,756 | | Fair values at vest date for awards granted and vested in current year | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 64,660 | 62,792 | | Forfeitures during current year equal to prior year fair value | — | — | | Dividends or dividend equivalents not included in total compensation | — | — | | Total Adjustments for Equity Awards | 154,256 | 120,447 | | Compensation Actually Paid (as calculated) | $1,309,918 | $723,410 |

  49. Performance Measures Used to Link Company Performance and Compensation Actually Paid (“CAP”)

    Performance Measures Used to Link Company Performance and Compensation Actually Paid (“CAP”) The following list sets forth the performance measures that we use to link compensation paid to our NEOs. Adjusted EBITDA Revenue • G&A % of Sales • Restaurant-level Operating Profit Margin • Same Store Sales Growth The illustrations below provide a graphical description of CAP and the following measures: • Cumulative Total Shareholder Return (“TSR”) • Net Income (Loss); and • Adjusted EBITDA