DEF 14A of Amtech Systems Inc, Jan 23, 2026

DEF 14A of Amtech Systems Inc

Filed Jan 23, 2026 · FY20250001193125-26-020762

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | Proxy Statement | 1 | | Proposal No. 1 – Election of Directors | 4 | | Director Compensation | 8 | | Executive Compensation | 9 | | Employment and Change in Control Arrangements | 15 | | Transactions with Related Persons in 2025 | 19 | | Audit Committee Report | 20 | | Proposal No. 2 – To Approve the Ratification of the Independent Registered Public Accountants | 22 | | Proposal No. 3 – Advisory Vote On Named Executive Officer Compensation | 24 | | Security Ownership of Certain Beneficial Owners and Management | 25 | | Securities Authorized for Issuance under Equity Compensation Plans | 27 | | Other Matters | 28 |

  2. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  3. Nominees for Director

    Nominees for Director Our Board is responsible for supervision of the overall affairs of the Company. Our current Board has nominated the following individuals to serve on the Board for the following year: Robert M. Averick Robert C. Daigle Michael Garnreiter Asif Y. Jakwani Michael M. Ludwig There are no family relationships among any of the director nominees or executive officers. Each nominee was recommended by a non-employee director. Our Board recommends a vote FOR the election of the five nominees under Proposal No. 1. The persons appointed by the Board as proxies intend to vote for the election of each of the nominees, for a term to expire at the next annual meeting, unless you indicate otherwise on the proxy or voting instruction card. In that regard, our Board solicits authority to cumulate such votes. If any nominee should become unavailable for any reason, which we do not anticipate, the proxy will be voted “for” any substitute nominee, or nominees, who may be selected by the Board prior to, or at, the Annual Meeting, or, if no substitute is selected by the Board prior to or at the Annual Meeting, for a motion to reduce the present membership of the Board to the number of nominees available. The information concerning the nominees and their shareholdings has been furnished by them to the Company.

  4. Information Concerning Directors and Executive Officers

    Information Concerning Directors and Executive Officers The following table sets forth information regarding the executive officers and individuals nominated to serve as directors of the Company as of the date of this filing.

  5. Information Concerning Directors and Executive Officers

    | Name | Age | Position with the Company | | Robert C. Daigle | 62 | President, Chief Executive Officer, Chairman of the Board | | Mark Weaver | 65 | Interim Chief Financial Officer, Secretary | | Robert M. Averick | 59 | Director | | Michael Garnreiter | 73 | Director | | Asif Y. Jakwani | 57 | Director | | Michael M. Ludwig | 64 | Director |

  6. Information Concerning Directors and Executive Officers

    Robert C. Daigle has been a Director since August 2021 and was appointed Chairman of the Board of Directors effective May 11, 2022. Mr. Daigle was appointed Chief Executive Officer effective August 8, 2023. From March 2013 to December 2022, Mr. Daigle served as the Chief Technology Officer of Rogers Corporation (“Rogers”), a publicly traded global leader in engineered materials, including advanced electronic and elastomeric materials that are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, and industrial equipment. Mr. Daigle previously served in a number of other senior executive roles during his 30-year tenure at Rogers. Mr. Daigle holds a B.S in Chemical Engineering and Materials Engineering from the University Connecticut and an MBA from Rensselaer Polytechnic Institute. Mark Weaver was appointed as Amtech’s Interim Chief Financial Office effective December 16, 2025. Mr. Weaver previously served as Vice President, Chief Accounting Officer and Corporate Controller of Rogers from November 2017 until May 2024. From December 2016 through November 2017, Mr. Weaver served as Vice President, Corporate Controller and Chief Accounting Officer of Internap Corporation, a public company based in Atlanta, Georgia that specializes in the provision of Internet infrastructure services. From March 2015 to December 2016, Mr. Weaver served as a finance and reporting consultant at Resources Global Professionals, a multinational professional services firm. From 2011 through 2014, Mr. Weaver served as Chief Accounting Officer and Vice President, US GAAP Reporting and Compliance at NXP Semiconductors N.V., a public company based in the Netherlands. Mr. Weaver holds a B.S. in Accounting from Kings College and an MBA from Fairleigh Dickinson University. Mr. Weaver is a Certified Public Accountant in the State of Pennsylvania. Robert M. Averick has been a Director since January 2016 and was appointed Lead Independent Director on December 9, 2025. Mr. Averick has over 25 years of experience as a small-capitalization, value-driven public equity portfolio manager. His previous work experience includes positions of increasing responsibility within structured finance, strategic planning and consulting. Mr. Averick received an undergraduate degree in Economics from The University of Virginia and a Masters in Business Administration in Finance from The University of Pennsylvania, The Wharton School of Business. Mr. Averick has worked as a portfolio manager at Kokino LLC since 2012. Mr. Averick and certain entities to which his employer provides investment management services currently own in excess of 20% of Amtech’s outstanding shares. He previously served on our Board during 2005 and 2006. Mr. Averick also serves on the board of directors of Gulf Island Fabrication, Inc., a publicly-traded fabricator of complex steel structures, modules and marine vessels and is a member of its compensation committee and corporate governance and nominating committee. Additionally, Mr. Averick currently serves as Chairman of PhoneX Holdings, Inc., an OTC bulletin-board company, and he previously served as a director of Key Technology, Inc. until its sale in 2018. Mr. Averick serves as Chairman of our Compensation Committee and as a member of our Audit and Nominating and Governance Committees. Mr. Averick’s experience in finance and strategic planning allows him to provide valuable advice to the Board of Directors and the Committees on which he serves. Michael Garnreiter has been a Director since February 2007 and served as Lead Independent Director from May 2020 to December 9, 2025. He is the Chairman of our Audit Committee and serves as a member of our Compensation and Nominating and Governance Committees. Mr. Garnreiter is our designated financial expert on the Audit Committee. Mr. Garnreiter, for the past three years, has served as Interim Chief Financial Officer for LeVecke Corporation, a privately-held, California-based distilled spirits bottling company. He retired from that role in early 2023. Also, he retired in December 2015 as Vice President of Finance and Treasurer of Shamrock Foods, a privately-held manufacturer and distributor of foods and food-related products. From January 2010 until August 2012, Mr. Garnreiter was a managing director of Fenix Financial Forensics, a Phoenix-based litigation and financial consulting firm. From August 2006 until January 2010, he was a managing member of Rising Sun Restaurant Group LLC, and, from December 2008 until December 2009, he was president of New Era Restaurants, LLC, both of which are privately-held restaurant operating companies. From 2002 to 2006, Mr. Garnreiter was CFO of Main Street Restaurant Group, a publicly-traded restaurant operating company, and from 1976 to 2002, he was a senior audit partner of Arthur Andersen LLP. Mr. Garnreiter serves on the boards of directors of Axon Enterprise, Inc. (as Chairman), a publicly-traded manufacturer of non-lethal protection devices, Knight-Swift Transportation Holdings Inc., a publicly-traded nationwide truckload transportation company, and Banner Health, a multi-state health care delivery system. He graduated from California State University Long Beach with a Bachelor of Science in Accounting and Business Administration. Mr. Garnreiter is a Certified Public Accountant in the State of Arizona and Certified Fraud Examiner. Mr. Garnreiter’s financial background and expertise allows him to provide valuable advice to the Board of Directors. Asif Y. Jakwani has been a Director since January 2025. Mr. Jakwani was appointed to Amtech’s board on January 23, 2025. He served as Senior Vice President and General Manager of On Semiconductor Corporation (“Onsemi”) from February 2020 until March of 2024. Onsemi is a publicly-traded semiconductor company that specializes in delivering industry-leading intelligent power and intelligent sensing solutions that help customers solve challenging problems and greatly improve the safety, sustainability and power efficiency of end products in the automotive and industrial markets. As the general manager of the Advance Power Division (APD), Mr. Jakwani was responsible of all power discrete and modules for Onsemi including SiC, approximately 40% of Onsemi’s revenue in 2023. Under his leadership, Onsemi attained number 2 market share position in SiC in 2023, growing 4x from 2022. During his seventeen year career at Onsemi, Mr. Jakwani held various positions with increasing responsibilities. Prior to joining Onsemi in 2007, Mr. Jakwani held marketing and design engineering roles with Tyco Electronics Power Systems and Current Technology, Inc, a subsidiary of Danaher Corporation. He graduated from Lamar University with a Bachelor of Science Degree in Electrical Engineering, the University of Texas at Austin with a Master of Science Degree in Electrical Engineering, and the University of Texas at Dallas with an MBA. Mr. Jakwani’s technical background and expertise allows him to provide valuable advice to the Board of Directors.

  7. Information Concerning Directors and Executive Officers

    Michael M. Ludwig has been a Director since January 2023. He served as Senior Vice President, Chief Financial Officer and Treasurer of Rogers from September 2018 until May 2021. Rogers is a publicly-traded global leader in engineered materials, including advanced electronic and elastomeric materials that are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, and industrial equipment. From May 2011 to March 2018, Mr. Ludwig served as Senior Vice President and Chief Financial Officer of FormFactor, Inc., a publicly-traded global leader in the design and manufacturing of advanced probe cards, analytical probes, probe stations, metrology systems, thermal systems and cryogenic systems sold to semiconductor and scientific institutions. Prior to May 2011, Mr. Ludwig held various senior financial management positions at FormFactor, Elo TouchSystems, Inc. and Beckman Coulter. Mr. Ludwig began his career in public accounting at Arthur Young. He graduated from California State Polytechnic University, Pomona with a Bachelor of Science in Business Administration and Accounting. Mr. Ludwig serves as Chairman of our Nominating and Governance Committee and as a member of our Audit and Compensation Committees. Mr. Ludwig’s financial background and expertise allows him to provide valuable advice to the Board of Directors and the Committees on which he serves.

  8. Information About Board and Committee Meetings

    Information About Board and Committee Meetings Information concerning our Board and the three committees maintained by our Board is set forth below. Pursuant to Nasdaq and SEC rules, during fiscal 2025 the majority of our directors were not employees of the Company and were “independent” within the meaning of the Nasdaq Listing Rules and SEC standards. Importantly, all members of the Audit, Compensation, and Nominating and Governance Committees are independent. Currently, our independent directors are Robert M. Averick, Michael Garnreiter, Asif Y. Jakwani, and Michael M. Ludwig. Additionally, each member of the Audit Committee is financially literate, and one of the Audit Committee members, Michael Garnreiter, has financial management expertise as required by Nasdaq’s rules and meets the SEC’s definition of an “audit committee financial expert.” Our Board of Directors held seven (7) meetings during fiscal year 2025. None of our current directors who were directors during 2025 attended less than 75% of the aggregate of Board meetings and relevant committee meetings held during the year. Our Board has the authority under our Amended and Restated Bylaws, as amended, to increase or decrease the size of our Board and to fill vacancies, and the directors chosen to fill such vacancies will hold office until our next annual meeting or until their successors are elected and qualified. We do not have a formal policy with respect to members of the Board attending our annual meetings. All of our Board members attended the 2025 annual meeting. The Audit Committee, the Compensation Committee, and the Nominating and Governance Committee are the standing committees of our Board of Directors. The members of these committees as of January 13, 2026, are as follows: Audit – Michael Garnreiter (Chairman), Robert M. Averick, Asif Y. Jakwani and Michael M. Ludwig Compensation – Robert M. Averick (Chairman), Michael Garnreiter, Asif Y. Jakwani, and Michael M. Ludwig Nominating and Governance – Michael M. Ludwig (Chairman), Robert M. Averick, Michael Garnreiter and Asif Y. Jakwani The Audit Committee held five (5) meetings during fiscal year 2025. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the independent auditors and members of financial management, and our financial affairs, including financial statements and audits, the adequacy and effectiveness of the internal accounting controls and systems, compliance with legal and regulatory requirements, and the retention and termination of the independent registered public accounting firm. The Audit Committee has a written charter, which was updated in 2022, a copy of which is available on our website at www.amtechsystems.com. The Audit Committee is composed of outside directors who are not officers or employees of the Company or its subsidiaries. In the opinion of our Board, and as “independent” is defined under Nasdaq Listing Rules and SEC standards, these directors are independent of management and free of any relationship that would interfere with their exercise of independent judgment as members of this committee. Additionally, each member of the Audit Committee is financially literate, and one of the Audit Committee members, Mr. Michael Garnreiter, has financial management expertise as required by Nasdaq’s rules and meets the SEC’s definition of an “audit committee financial expert.” The Compensation Committee held one (1) meeting during fiscal year 2025. The Compensation Committee makes recommendations concerning officer compensation, benefit programs and retirement plans. Each member of the Compensation Committee is an “independent director” as defined in the Nasdaq Listing Rules and SEC standards. The Compensation Committee has a written charter, which was updated in 2022, a copy of which is available on our website at www.amtechsystems.com. The Nominating and Governance Committee held two (2) meetings during fiscal year 2025. The Nominating and Governance Committee identifies and approves individuals qualified to serve as members of our Board and also evaluates the Board’s performance. In evaluating a prospective nominee, the Nominating and Governance Committee takes several factors into consideration, including such individual’s integrity, business skills, experience and judgment. The evaluation of director nominees by the Nominating and Governance Committee also takes into account the diversity of prospective Board members’ background, factoring in gender, race, ethnicity, differences in professional background, education, skills, and experience, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience. The Nominating and Governance Committee also reviews whether a prospective nominee will meet our independence standards and any other director or committee membership requirements imposed by law, regulation or stock exchange rules. The Nominating and Governance Committee will consider, but is not required to approve, director nominations made by our shareholders, provided a written recommendation is received by us no later than the date shareholder proposals must be submitted for consideration prior to such annual meeting and all other applicable requirements have been satisfied. The Nominating and Governance Committee also develops and recommends corporate governance guidelines to the Board and provides oversight with respect to ethical conduct. Each member of the Nominating and Governance Committee is an “independent director” as defined in the Nasdaq Listing Rules and SEC standards. The Nominating and Governance Committee has a written charter, which was updated in 2022, a copy of which is available on our website at www.amtechsystems.com.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board’s general policy is that non-employee director compensation should be a mix of cash and equity. Our CEO, if also a director, receives no additional compensation for being a director. For fiscal 2025, no changes were made to the annual Board and committee compensation for non-employee directors. The following table shows the annual retainers paid to each of our non-employee directors who served on the Board and as a Chairperson of applicable Board committees during fiscal 2025:

  10. DIRECTOR COMPENSATION

    | | Board | Audit | Compensation | Nominating and Governance | | Non-Employee Chairperson | $75,000(1) | $15,000 | $7,500 | $7,500 | | Non-Employee Member | $40,000 | | | |

  11. DIRECTOR COMPENSATION

    Mr. Daigle does not receive this payment for his service as Chairperson because he is an employee. The 2025 Board retainers in the table above are paid, pro-rata, on a quarterly basis. We reimburse all of our directors for reasonable expenses incurred to attend our Board of Directors and committee meetings. Beginning in 2023, our Chairman, if a non-employee director, and our other non-employee directors will receive $75,000 and $40,000, respectively, in Restricted Stock Units (“RSUs”) upon each re-election to the Board at our annual meeting of shareholders or at such other time as may be determined by the Board. These RSUs will vest on the one-year anniversary of the grant date. Mr. Daigle, who became our Chief Executive Officer effective August 8, 2023, will not receive such RSU grants while serving as an employee of the Company. The following table shows the total dollar value of all fees earned and paid in cash to all individuals who were directors in fiscal 2025 and the grant date fair value of stock option awards to directors made in fiscal 2025.

  12. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) (3) | Total | | Robert C. Daigle | $— | $— | $— | | Robert M. Averick | $47,500 | $40,001 | $87,501 | | Michael Garnreiter | $55,000 | $40,001 | $95,001 | | Michael M. Ludwig | $47,500 | $40,001 | $87,501 | | Asif Y. Jakwani (4) | $30,000 | $40,001 | $70,001 |

  13. DIRECTOR COMPENSATION

    ____________________ (1) Directors who are employees of the Company receive no additional compensation for serving as directors. (2) Amounts represent the aggregate grant date fair value of RSU awards granted calculated in accordance with FASB ASC Topic 718. For a description of the calculation of the grant date fair value, refer to Note 12 of the consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2025. (3) As of September 30, 2025, Messrs. Averick, Garnreiter, Ludwig, and Jakwani each held 8,081 unvested RSU awards scheduled to vest on March 5, 2026. All other awards held were fully vested. (4) Mr. Jakwani was appointed to the Board effective January 23, 2025.

  14. Compensation Philosophy

    Mr. Jenke entered into an offer letter with the Company, effective August 8, 2024, in connection with his appointment as Chief Financial Officer of the Company. Under the terms of the offer letter, Mr. Jenke (i) will receive an annual base salary of $280,000, (ii) is eligible to receive a target annual performance-based incentive bonus of $140,000 upon the achievement of established individual and company operational goals paid in 60% cash and 40% restricted stock, and (iii) was granted an option to purchase 30,000 shares of common stock of the Company. Such option vests in three equal increments on the 1-year, 2-year and 3-year anniversary dates of the grants and has a 10-year term. On November 26, 2025, Mr. Jenke resigned as the Chief Financial Officer and an employee of the Company, effective December 29, 2025. In consideration for agreeing to provide certain post-resignation consulting services, the Company agreed to pay Mr. Jenke an hourly rate equivalent to his current hourly rate for such consulting services and to accelerate the vesting of the first one-third of his 25,000 RSU award granted on March 19, 2025, which one-third is scheduled to vest on March 19, 2026. Our named executive officers and other eligible employees are entitled to participate in our defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986 (the “Code”). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We match employee contributions to the 401(k) Plan equal to 60% of the participants' elective deferrals, up to 3.6% of the participants’ eligible compensation each payroll period. Employees are auto-enrolled upon eligibility at a 6% contribution rate; however, an employee may opt out at their election. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. We offer welfare benefits that are generally comparable to those offered by other small public companies. We otherwise do not offer any perquisites to our employees. Other than our 401(k) plan, we do not maintain any retirement plan for our named executive officers. We may adopt these plans and confer other fringe benefits for our executive officers in the future. 2025 Long-Term Equity Incentive Awards Our Compensation Committee is responsible for determining and approving equity incentive awards. As of September 30, 2025, we have generally granted equity awards to our named executive officers in the form of stock options and restricted stock units. Vesting of the stock options and restricted stock units is tied to continuous service with us and serves as an additional retention measure. We do not have a standardized policy for granting annual equity awards to our named executive officers. Our executives generally are awarded an initial grant upon commencement of employment or upon significant promotion. Additional grants may occur periodically in order to incentivize, reward and retain executives as the Compensation Committee determines appropriate, taking into consideration the executive’s aggregate equity holdings. We are thoughtful in the use of our equity pool and resulting dilution to our shareholders; our named executive officers are not guaranteed an equity award grant each year. We currently grant equity awards pursuant to our 2022 Equity Incentive Plan. On February 29, 2024, as discussed above, the Compensation Committee granted Mr. Daigle an out-of-the-money option to purchase 400,000 shares of common stock of the Company at $6.00 per share. The award vests in equal installments on the first through third six-month anniversaries of the February 29, 2024 grant date. The award expires after a term of five years. On August 6, 2024, the Compensation Committee approved an amendment to Mr. Daigle’s stock option award agreement to permit Mr. Daigle to exercise vested options following his termination of service for the remaining term of such option grants, subject to certain exceptions set forth in such amendment. As stated above, upon Mr. Jenke’s appointment as Chief Financial Officer, he received an option to purchase 30,000 shares of common stock. Such options will vest in three equal increments on the 1-year, 2-year and 3-year anniversary dates of the grants and have a 10-year life. Mr. Jenke resigned as Chief Financial Officer effective December 29, 2025. Except as noted above with respect to the acceleration of one-third of his March 2025 RSU grant, upon his resignation, unvested awards granted under the Company’s various equity plans were forfeited. Timing of Equity Incentive Award Grants Equity grants made to the named executive officers must be approved by the Compensation Committee. During fiscal 2025, equity awards to employees generally were granted on March 19, 2025, which is around the time of the Company’s annual shareholder meeting. As part of the Company’s annual performance and compensation review process, the Compensation Committee approves stock option awards to our named executive officers in the second fiscal quarter of the following fiscal year, long after the Company’s fiscal year end. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information and the Company does not time the release of material nonpublic information based on equity award grant dates. In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of stock options close in time to the release of material non-public information. Although we do not have a formal policy that requires us to award equity or equity-based compensation on specific dates, our Compensation Committee and Board have adopted a policy with respect to the grant of stock options and other equity incentive awards that generally prohibits the grant of stock options or other equity awards to executive officers during closed quarterly trading windows (as determined in accordance with our insider trading policy). Our insider trading policy also prohibits directors, officers and employees from trading in our common stock while in possession of or on the basis of material non-public information about us. Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. We generally issue equity awards to our executive officers on a limited and infrequent basis, and not in accordance with any fixed schedule. During fiscal 2025, there were no equity awards to any named executive officers within four business days preceding or one business day after the filing of any report of Forms 10-K, 10-Q, or 8-K that discloses material nonpublic information. 2025 Compensation Programs There were no additional changes implemented for the 2025 compensation programs.

  15. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth all of the compensation awarded to, earned by or paid to our named executive officers during our fiscal years ended September 30, 2025 and 2024.

  16. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option Awards ($) (2) | Stock Awards ($) (2) | All Other Compen- sation ($) | Total ($) | | Robert C. Daigle | | | | | | | | | Chief Executive Officer, | 2025 | 450,000 | — | 259,410 | — | 14,170(3) | 723,580 | | President and Chairman of the Board | 2024 | 450,000 | — | 945,960 | — | 15,339(4) | 1,411,299 | | Wade M. Jenke* | | | | | | | | | Vice President, Chief Financial Officer | 2025 | 292,600 | — | — | 124,750 | 11,179(5) | 428,529 | | | 2024 | 32,308 | — | 87,897 | — | 750(6) | 120,955 |

  17. SUMMARY COMPENSATION TABLE

    * Mr. Wade M. Jenke was appointed Chief Financial Officer effective August 8, 2024 and resigned effective December 29, 2025. His information is included in the proxy statement in accordance with applicable rules and regulations of the SEC. No cash bonuses were awarded in fiscal 2025. Amounts represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. For a description of the assumptions made when calculating such grant date fair value, refer to Note 12 of the consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2025. (3) Amount represents a Company match of $12,420 under the 401(k) plan and a discretionary contribution to Mr. Daigle’s health savings account. (4) Amount represents a Company match of $11,839 under the 401(k) plan and a discretionary contribution to Mr. Daigle’s health savings account and to his lifestyle spending account. (5) Amount represents a Company match of $9,179 under the 401(k) plan and a discretionary contribution to Mr. Jenke’s health reimbursement account. (6) Amount represents a discretionary contribution to Mr. Jenke’s health reimbursement account and to his lifestyle spending account. In addition to the above compensation, our named executive officers are reimbursed for reasonable out-of-pocket business expenses and receive customary benefits generally available to all of our employees, including reimbursement of mobile phone expenses, the cost of continuing professional education courses and related benefits.

  18. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding grants of plan-based option awards held by our named executive officers as of September 30, 2025:

  19. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($) | Option Expiration Date | | Robert C. Daigle | 6,000 | — | $9.99 | 8/12/2031 | | | 6,000 | — | $10.22 | 3/2/2032 | | | 150,000 | — | $9.00 | 8/14/2033 | | | 400,000 | — | $6.00 | 3/1/2029 | | | — | 100,000(1) | $5.09 | 8/8/2030 | | Wade M. Jenke | 10,000 | 20,000(2) | $5.37 | 8/8/2034 |

  20. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Unvested option awards will vest in full on August 8, 2026. (2) Unvested option awards were scheduled to vest in equal installments on the second and third anniversaries of the August 8, 2024 grant date. Mr. Wade M. Jenke resigned as Chief Financial Officer effective December 29, 2005. Upon his resignation, unvested awards granted under the Company’s various equity plans were forfeited; vested awards remained outstanding for 90 days from the date of resignation.

  21. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  22. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our company for each of the last three completed fiscal years. The table below presents information on the compensation of our CEO and our other named executive officers (“NEOs”) in comparison to certain performance metrics for 2025, 2024 and 2023. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. The table below summarizes the total compensation, compensation actually paid, and other metrics used to evaluate the Named Executives’ compensation to the Company’s performance.

  23. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO ($)(a) | Summary Compensation Table Total for Former CEO ($)(a) | Compensation Actually Paid to CEO ($)(b) | Compensation Actually Paid to Former CEO ($)(b) | Average Summary Compensation Table Total for Non-CEO NEO ($)(c) | Average Compensation Actually Paid to Non-CEO NEO ($)(d) | Net Income (Loss) ($)(e) | Value of Initial Fixed $100 Investment Based on Total Shareholder return ($)(f) | | 2025 | 723,580 | - | 841,055 | - | 428,529 | 514,519 | (30,326) | 108.94 | | 2024 | 1,411,299 | - | 1,471,642 | - | 305,223 | 437,168 | (8,486) | 68.24 | | 2023 | 1,263,454 | 485,436 | 1,137,734 | 445,549 | 318,107 | 260,130 | (12,582) | 89.65 |

  24. Pay Versus Performance Table

    a) The amounts in these two columns represents the total compensation of our chief executive officer, Mr. Daigle, for the fiscal years ended September 30, 2025, 2024 and 2023 and for our former CEO, Mr. Whang, for each of the fiscal years ended September 30, 2023, as reported in the Summary Compensation Table included in the Executive Compensation section of this proxy statement. As noted elsewhere in this proxy statement, Mr. Daigle was appointed principal executive officer of the Company effective August 8, 2023. Mr. Whang served as our principal executive officer until August 8, 2023. b) The amounts in this column represent the total compensation actually paid to the CEO for the years indicated, adjusting the total compensation from column (a) by the amounts in the “Adjustments” table below. c) The amounts in this column represents the average total compensation of our Named Executive Officers, excluding the CEO (the “Non-CEO NEOs”), Lisa Gibbs for each of the fiscal years ended September, 30, 2024 and 2023 and Mr. Jenke for the fiscal year ended September 30, 2025 and 2024, respectively, as reported in the Summary Compensation Table of the proxy statement filed in the applicable year. Ms. Gibbs resigned as Chief Financial Officer, effective August 7, 2024. Mr. Jenke was appointed Chief Financial Officer of the Company effective August 8, 2024 and resigned effective December 29, 2025. d) The amounts in this column represent the average total compensation actually paid to the Non-CEO NEO for the years indicated, adjusting the total compensation from column (d) by the amounts in the “Adjustments” table below. e) The amounts in this column (in thousands) represent the Company’s net income (loss) for the indicated years as reported in the Company’s Annual Report on Form 10-K filed with the SEC. f) The amounts in this column represent the cumulative total shareholder return of a fixed investment of $100 made at the closing price of the Company’s common stock at September 30, 2022 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table. Because the covered years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. The table below represents the amount of compensation actually paid to the PEO and to the Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual compensation earned or paid during the applicable fiscal year.

  25. Pay Versus Performance Table

    | | PEO | PEO | Non-PEO NEOs | Average Non-PEO NEOs | | | 2025 | 2024 | 2025 | 2024 | | Total from Summary Compensation Table (SCT) | 723,580 | 1,411,299 | 428,529 | 305,223 | | Less the amounts reported under the Stock Awards column in the SCT | - | - | (124,750) | - | | Less the amounts reported under the Option Awards column in the SCT | (259,410) | (945,960) | - | 82,823 | | Plus Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | 634,700 | 828,798 | 125,360 | 48,990 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | - | (57,099) | 60,040 | - | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | - | 370,002 | - | - | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years which Vested in the Year | (257,815) | (135,398) | 25,340 | 132 | | Add dividends paid in fiscal year | - | - | - | - | | Equals compensation actually paid in fiscal year | 841,055 | 1,471,642 | 514,519 | 437,168 |

  26. Adjustments from Total Compensation to Compensation Actually Paid

    Adjustments from Total Compensation to Compensation Actually Paid The amounts reported in the “Compensation Actually Paid to CEO” and “Compensation Actually Paid to Non-CEO NEOs” columns do not reflect the actual compensation paid to or realized by our CEO or our Non-CEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our CEO and our Non-CEO NEOs for each applicable fiscal year and the Outstanding Equity Awards at September 30, 2025 table for the value realized by each of them upon the vesting of stock awards during our fiscal year ended September 30, 2025. The table above summarizes the adjustments made to the total compensation as reported in the Summary Compensation Table included in the Executive Compensation section of this proxy statement to determine the total actual compensation paid to the CEO and Non-CEO NEOs for the years indicated as reported in the table above.