DEF 14A of Immersion Corp, Mar 12, 2026

DEF 14A of Immersion Corp

Filed Mar 12, 2026 · FY20250001193125-26-104463

Open on EDGAR

  1. TABLE OF CONTENTS

    | PROXY STATEMENT | 1 | | QUESTIONS AND ANSWERS | 2 | | ELECTION OF DIRECTORS (PROPOSAL 1) | 8 | | DIRECTOR COMPENSATION | 14 | | CORPORATE GOVERNANCE | 16 | | RELATED PERSON TRANSACTIONS | 24 | | Ownership of Our Equity Securities | 25 | | Directors and Executive Officers | 25 | | Principal Stockholders | 26 | | Delinquent Section 16(a) Reports | 26 | | EXECUTIVE COMPENSATION | 26 | | 2024 Transition Period and FY 2025 Summary Compensation Table | 27 | | Outstanding Equity Awards at Fiscal Year-End April 30, 2025 | 29 | | Potential Payments upon Termination or Change in Control | 30 | | Pay Versus Performance | 32 | | Equity Compensation Plan Information | 34 | | AUDIT COMMITTEE REPORT | 34 | | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2) | 36 | | Audit Fees and All Other Fees | 37 | | ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL 3) | 39 |

  2. ELECTION OF DIRECTORS (PROPOSAL 1)

    ELECTION OF DIRECTORS (PROPOSAL 1) Our Board of Directors is elected by the stockholders to oversee their interest in the long-term health and the overall success of our business and its financial strength. Our Board serves as our ultimate decision-making body, except for those matters reserved to or shared with our stockholders. Our Board selects and oversees the members of our senior management, who are charged by our Board with conducting our business.

  3. Election Process

    Election Process In accordance with our Amended and Restated Certificate of Incorporation, all directors will be elected at the FY 2025 Annual Meeting, and each director elected at the FY 2025 Annual Meeting will hold office until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal. If a quorum is present and voting, the nominees for directors receiving the greatest number of votes will be elected as director. Withheld votes and broker non-votes have no effect on the vote.

  4. Nomination of Directors

    Nomination of Directors The entire Board of Directors is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders, upon the recommendation of the Nominating and Corporate Governance Committee or the independent members of the Board. The Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending candidates to the entire Board for Board membership. The Nominating and Corporate Governance Committee works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board considers many factors, which are described in further detail below. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate our success and represent stockholder interests through sound judgment. The Nominating and Corporate Governance Committee may seek the input of other members of the Board or management in identifying candidates who meet the criteria outlined above. In addition, the Nominating and Corporate Governance Committee may use the services of consultants or a search firm. The Nominating and Corporate Governance Committee will consider recommendations by our stockholders of qualified director candidates for possible nomination by the Board. Stockholders may recommend qualified director candidates by writing to our Corporate Secretary at the Company’s principal office of the Company, currently located at 2999 N.E. 191st Street, Suite 610, Aventura, Florida 33180. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness to serve as a director. Based on a preliminary assessment of a candidate’s qualifications, the Nominating and Corporate Governance Committee may conduct interviews with the candidate or request additional information from the candidate. The Nominating and Corporate Governance Committee uses the same process for evaluating all candidates for nomination by the Board, including those recommended by stockholders.

  5. Stockholder Nominations

    Stockholder Nominations Our Amended and Restated Bylaws also permit persons to be nominated as directors directly by stockholders if certain timing, information and other requirements are met. For a stockholder to properly nominate a person as a candidate for director before any stockholders’ meeting, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation (the “Nominating Notice”). The deadline to nominate a person as a candidate for director before an annual stockholders’ meeting is: (a) not less than 90 calendar days nor more than 120 calendar days in advance of the first anniversary of the date that our proxy statement was first made publicly available to stockholders (the “Last Year Proxy Date”), or (b) in the event that the annual meeting of stockholders is called for a date that is more than 30 calendar days before or more than 60 days after the first anniversary of the Last Year Proxy Date, or if we did not hold an annual meeting (or special meeting in lieu of an annual meeting) in the preceding calendar year, then the deadline would be the later of (i) the 90th calendar day prior to such annual meeting and (ii) the 10th calendar day following the day on which public disclosure of the date of such stockholders’ meeting was first made. As to each person whom the stockholder giving notice proposes to nominate as a director, the Nominating Notice must include certain information, including a description in reasonable detail of any direct or indirect interest of such proposed director nominee or nominees that is or may reasonably be considered to be competitive or in conflict with us, which information may result in the disqualification of such proposed director nominee or nominees. The Nominating Notice must also provide, with respect to each proposed director nominee, that a proposed director nominee: (a) make specified written representations and undertakings; (b) deliver a completed questionnaire provided by us; (c) submit to an interview; and (d) consent to a background screening, as well as other information about the nominee that must be disclosed in proxy solicitations under Section 14 of the Exchange Act, and the rules and regulations thereunder. Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act, by the later of (a) 60 calendar days prior to the date of the annual meeting or (b) 10 calendar days following the day on which public announcement of the date of the annual meeting is first made. The foregoing description does not purport to be complete and is qualified in its entirety by reference to our Amended and Restated Bylaws which can be found as an exhibit to our Annual Report.

  6. Qualifications of Directors and Nominees

    Qualifications of Directors and Nominees When evaluating potential director nominees, the Nominating and Corporate Governance Committee considers each individual’s professional expertise and educational background in addition to the individual’s general qualifications. The Nominating and Corporate Governance Committee works with the Board to determine the appropriate mix of backgrounds and experiences in order to establish and maintain a Board that is strong in its collective knowledge and that can fulfill its responsibilities and oversee our business consistent with its fiduciary duty to stockholders. The Nominating and Corporate Governance Committee communicates with the Board to identify backgrounds, qualifications, professional experiences, and areas of expertise that impact our business that are particularly desirable for our directors to possess in order to help meet specific Board needs, including: • Public company board and corporate governance experience, which provides directors a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency and accountability for management and the Board; • Stockholder alignment, which helps to ensure the Board acts in the best interests of our stockholders; • Operating experience as current or former executives, which gives directors specific insight, and expertise that will foster active participation in the development of our business strategy and provide the appropriate tools for overseeing the implementation of our operating plan; • Industry knowledge, especially in our key markets of mobile devices, gaming, VR/AR and automotive, which is vital in understanding and reviewing our strategy; Executive leadership experience, which gives directors who have served in significant leadership positions strong abilities to motivate and manage others and to identify and develop leadership qualities in others; Accounting and financial expertise, which enables directors to analyze our financial statements and oversee our accounting and financial reporting processes; and Technology licensing and IP monetization experience, which is an important component of our business. The following table highlights each director’s or director nominee’s specific skills, knowledge and experience. A particular director may possess other skills, knowledge or experience even though they are not indicated below.

  7. Qualifications of Directors and Nominees

    | Director | Industry | Operating | Leadership | Accounting and Financial | Public Company Board/Corporate Governance | Technology Licensing and IP Monetization | | William C. Martin | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Elias Nader | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Eric Singer | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Frederick Wasch | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Emily S. Hoffman | ✓ | ✓ | ✓ | ✓ | ✓ | |

  8. Qualifications of Directors and Nominees

    The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experience in evaluating candidates for Board membership. Diversity is important because a variety of perspectives contribute to a more effective decision-making process.

  9. Nominees for Director

    Nominees for Director Our Board’s nominees for election at the FY 2025 Annual Meeting are William Martin, Elias Nader, Eric Singer, Frederick Wasch and Emily Hoffman. If elected, these nominees will hold office until the Annual Meeting of Stockholders for the fiscal year ending April 30, 2026 and until such person’s successor is elected and qualified. We have no reason to believe that the nominees listed above will be unable or unwilling to serve if elected. However, if any of these nominees should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. The Board believes that the nominees’ qualifications, skills and experiences would contribute to an effective and well-functioning Board. Included in each nominee’s biography below is an assessment of his or her specific qualifications, attributes, skills, and experience based on the qualifications described above. There are no family relationships between the nominees, any directors, or any of our executive officers.

  10. Nominees for Directors – To Be Elected for a Term Expiring at the Annual Meeting of Stockholders for the fiscal year ending April 30, 2026

    Nominees for Directors – To Be Elected for a Term Expiring at the Annual Meeting of Stockholders for the fiscal year ending April 30, 2026

  11. William C. Martin

    William C. Martin Age: 48 Professional Experience: Mr. Martin joined our Board in August 2019 and has served as our Chief Strategy Officer since December 2021. Mr. Martin has extensive experience as a board member, investor, and entrepreneur. Since 2024, he has served as a director of Barnes & Noble Education, Inc. (NYSE: BNED), one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. He previously ran a private investment fund for Raging Capital Management from 2006 to 2020 that is currently being wound down. As an entrepreneur, he co-founded a number of financial information companies, including Raging Bull in 1997 and InsiderScore in 2004. Mr. Martin has served on numerous public company boards, including nine years on the board of Bankrate, Inc., a consumer finance company, which was acquired in 2009; the board of Salary.com, Inc., a compensation data and software company, which was acquired in 2010; and the board of Vitesse Semiconductor Corp., a semiconductor company, which was acquired in 2015. Mr. Martin also manages his personal family office, Raging Capital Ventures. Director Qualifications: Mr. Martin’s extensive experience and successful track record as an investor, entrepreneur and public company director enables him to provide the Board and management with valuable perspectives on our operations, capital allocation strategies and other corporate strategies to maximize stockholder value. Mr. Martin has a long track record of investing in publicly traded companies and actively engaging in certain investments. As a result, Mr. Martin brings the perspective of a stockholder to our Board that is critical in creating and implementing strategies that increase stockholder value.

  12. Elias Nader

    Elias Nader Director since: 2022 and Lead Independent Director since January 2023 Age: 61 Education: Mr. Nader has a Bachelor of Science Degree in Accounting, a Bachelor of Arts Degree in Economics and an MBA in International Business from San Jose State University. Professional Experience: Since 2024, Mr. Nader has served as a director of Barnes & Noble Education, Inc. (NYSE: BNED), one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Mr. Nader has served as the Chief Financial Officer and Senior Vice President of Finance of QuickLogic Corporation (Nasdaq: QUIK), a publicly traded fabless semiconductor company, since February 2023. Prior to that, Mr. Nader served as Chief Financial Officer and Senior Vice President of Pixelworks, Inc. (Nasdaq: PXLW), a publicly traded video processing semiconductor company, from September 2019 to January 2023. Prior to that, Mr. Nader served as the Interim President and Chief Executive Officer of Sigma Designs, Inc., a publicly traded semiconductor company that designed solutions for home connectivity, IPTV, HDTV and media processors, from January 2018 to September 2019, and as Sigma’s Chief Financial Officer from April 2014 to January 2023. Director Qualifications: Mr. Nader’s extensive financial and management experience with publicly traded companies that are similarly situated to us, which enables him to contribute significantly to our Board in the area of finance and accounting. Director since: 2020, Executive Chairman from August 2020 to January 2023, and Chairman of the Board since January 2023 Age: 52 Education: Mr. Singer has a B.A. from Brandeis University. Professional Experience: Mr. Singer has served as a member of our Board since March 2020, as our Executive Chairman from August 2020 to January 2023, and as our Chairman of the Board and Chief Executive Officer since January 2023. Since 2024, Mr. Singer has served as a director of Barnes & Noble Education, Inc. (NYSE: BNED), one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Since December 2023, Mr. Singer has served as a director of Universal Electronics, a global leader in wireless universal control solutions for home entertainment and smart home devices. Since July 2019, Mr. Singer has served as a director of A10 Networks, Inc. (NYSE: ATEN), an application controller and firewall cloud security company, and has served as its lead independent director since September 2021. Mr. Singer was a founder and Managing Member of VIEX Capital Advisors, a securities investment firm. In addition to a long track record as a successful investor in technology companies, Mr. Singer has substantial experience serving on public boards and in assisting them in creating and expanding shareholder value. Mr. Singer previously served on the boards of directors of numerous public companies. Director Qualifications: Mr. Singer has specific attributes that qualify him to serve as a member of our Board, including his extensive financial and operating experience and knowledge of the technology industry gained through his service on numerous public company boards. Mr. Singer also managed VIEX Capital Advisors, which was previously one of our largest stockholders and has a long track record of investing in publicly traded companies and actively engaging with certain investments. As a result, Mr. Singer brings the perspective of a stockholder to our Board that is critical in creating and implementing strategies that increase stockholder value.

  13. Frederick Wasch

    Frederick Wasch Director since: 2021 Age: 55 Education: Mr. Wasch has a B.A. from Princeton University and an MBA from Columbia Business School. Professional Experience: Mr. Wasch has more than 25 years of experience in organizational development, executive leadership, and finance. He currently serves as a Managing Director of A.W. Jones Advisors LLC, a registered investment adviser, and as a Partner of A.W. Jones FTLS, LLC. In these roles, he is involved in managing private equity investments and advisory relationships across co-investments, secondaries, and structured opportunities. In 2020, Mr. Wasch co-founded Energy Transition Capital, a renewable energy private equity firm where he currently serves as an Advisor. Mr. Wasch also serves as Managing Partner, Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer of Raging Capital Management, LLC, a long/short equity hedge fund with a peak AUM of over $900MM where he leads the firm’s financial, operational, compliance, and organizational functions. Mr. Wasch currently manages the fund in its process of winding down. He is active in the alternatives COO/CFO community and is a regular speaker at industry conferences and events. Earlier in his career, Mr. Wasch co-founded CallStreet, a corporate events calendar and transcript business, where he led fundraising efforts, built and maintained the company’s accounting, tax and audit controls, and spearheaded new business development opportunities. The founders successfully sold the company in the mid-2000s to FactSet Research Systems, Inc. Mr. Wasch started his career in the venture capital group at Hambrecht & Quist, where he focused on companies in software, communications, and the Internet. He was active in sourcing, evaluating, and executing on new investment opportunities and served on the boards of several portfolio companies in the enterprise software and hardware industries. Director Qualifications: Mr. Wasch brings to the Board more than 25 years of experience in organizational development, executive leadership, and finance, which enables him to contribute significantly to our Board in the areas of finance, accounting, and business operations.

  14. Emily S. Hoffman

    Emily S. Hoffman Director since: 2023 Age: 48 Education: Ms. Hoffman has a B.S. in Engineering from Cornell University and an MBA from Harvard Business School. Professional Experience: Ms. Hoffman is a strategic and experienced General Manager and Marketer having worked at several multinational companies, including Covetrus, Nestle, BlackRock, and Johnson & Johnson. Since 2024, she has served as a director of Barnes & Noble Education, Inc. (NYSE: BNED), one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Ms. Hoffman currently serves as Chief Marketing Officer for eCornell, Cornell University’s professional education unit. Ms. Hoffman has a proven track record of driving financial, operational and strategic results across complex B2C and B2B portfolios in highly regulated industries in the U.S. and internationally. Director Qualifications: Ms. Hoffman brings to the Board years of experience delivering financial (P&L), operational, and strategic results across a diverse set of industries including Education, Healthcare, Consumer Products, Food, eCommerce and Financial Services. Ms. Hoffman brings significant management experience leading and expanding businesses both in the U.S. and internationally. The Board of Directors recommends a vote FOR the election of Messrs. Martin, Nader, Singer and Wasch and Ms. Hoffman as directors.

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services. Directors who also serve as our employees do not receive cash fees for services as directors, but remain eligible to receive equity awards as discussed below.

  16. 2024 Transition Period and FY 2025 Director Compensation Table

    2024 Transition Period and FY 2025 Director Compensation Table As previously disclosed, the Company changed its fiscal year end from December 31 to April 30 and, as such, the following table sets forth our director compensation for each director who served as a director during the 2024 Transition Period and fiscal year ended April 30, 2025 (in dollars). The equity compensation paid to Mr. Singer, our current President, Chief Executive Officer and Chairman of the Board, and Mr. Martin, our Chief Strategy Officer, in connection with their service as directors, are presented below in “Executive Compensation—2024 Transition Period and FY 2025 Summary Compensation Table” and the related equity tables.

  17. 2024 Transition Period and FY 2025 Director Compensation Table

    | | 2024 Transition Period | | | | Fiscal Year Ended April 30, 2025 | | | | | Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation(2) ($) | Total ($) | | Frederick Wasch | $25,000 | $125,004 | $677 | $150,681 | $75,000 | — | $6,552 | $81,552 | | Elias Nader | $25,000 | $125,004 | $677 | $150,681 | $75,000 | — | $6,552 | $81,552 | | Emily S. Hoffman | $25,000 | $125,004 | $677 | $150,681 | $75,000 | — | $1,354 | $76,354 |

  18. 2024 Transition Period and FY 2025 Director Compensation Table

    On April 29, 2024, Messrs. Wasch, and Nader and Ms. Hoffman were each granted RSAs covering 17,242 shares of our common stock. The RSA grants vested on the one-year anniversary of our 2024 Annual Meeting of Stockholders. Includes amounts paid to directors for quarterly dividends on the Company’s common stock.

  19. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding beneficial ownership of Immersion Corporation common stock by each director, each director nominees and each individual named in the FY 2025 Summary Compensation Table on page 28 and our directors, director nominees and executive officers as a group, all as of February 13, 2026. Unless otherwise noted, voting power and investment power in Immersion Corporation common stock are held solely by the named person. The address of each of the individuals named below is c/o Immersion Corporation, 2999 N.E. 191st Street, Suite 610, Aventura, FL 33180.

  20. Directors and Executive Officers

    | Name | Aggregate Number of Shares of Common Stock Beneficially Owned | Percent of Outstanding Shares of Common Stock** | | Eric Singer(1) | 2,235,922 | 6.8% | | William C. Martin(2) | 1,392,227 | 4.2% | | Elias Nader(3) | 46,508 | * | | Frederick Wasch(4) | 66,098 | * | | Emily S. Hoffman(5) | 75,285 | * | | J. Michael Dodson | 39,132 | * | | All directors, director nominees and executive officers as a group (6 persons) | 3,855,172 | 12.0% |

  21. Directors and Executive Officers

    * Less than 1% of issued and outstanding shares of Immersion Corporation common stock. ** Based on 32,921,888 issued and outstanding shares of Immersion Corporation common stock as of February 13, 2026. (1) Consists of (i) 2,160,922 shares of common stock, and (ii) 75,000 RSUs subject to release within 60 days of February 13, 2026. (2) Consists of 1,392,227 shares of common stock. (3) Consists of 46,508 shares of common stock. (4) Consists of 66,098 shares of common stock. (5) Consists of 75,285 shares of common stock.

  22. 2024 Transition Period and FY 2025 Summary Compensation Table

    2024 Transition Period and FY 2025 Summary Compensation Table Our named executive officers (“NEOs”) for the fiscal year ended April 30, 2025 were as follows:

  23. 2024 Transition Period and FY 2025 Summary Compensation Table

    | Name | Title | | Eric Singer | President, Chief Executive Officer, and Chairman of the Board | | William Martin | Chief Strategy Officer | | J. Michael Dodson(1) | Chief Financial Officer |

  24. 2024 Transition Period and FY 2025 Summary Compensation Table

    Mr. Dodson was appointed Chief Financial Officer of the Company, effective June 12, 2023. As previously disclosed, the Company changed its fiscal year end from December 31 to April 30 and, as such, the following table sets forth information concerning compensation paid or accrued during (i) the fiscal year ended December 31, 2023, (ii) the transition period beginning January 1, 2024 and ending April 30, 2024 (the “transition period” or “2024 TP”) and (iii) the fiscal year ended April 30, 2025 for our executive officers, all of whom we refer to collectively as our “named executive officers.” Our named executive officers for these periods were as follows (i) Eric Singer, (ii) William C. Martin and (iii) J. Michael Dodson.

  25. 2024 Transition Period and FY 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1)(2) ($) | Stock Awards(3) ($) | Option Awards $ | Non-Equity Incentive Plan Compensation(1) ($) | All Other Compensation ($)(4)(5) | Total ($) | | Eric Singer President, Chief Executive Officer and Chairman | April 2025 2024 TP Dec 2023 | $1,015,285 $276,415 $898,350 | $2,765,000 $875,000 $1,347,525 | $4,963,000 $1,149,505 $3,063,507 | — — — | $3,126,069 $1,317,800 $1,347,525 | $423,907 $94,614 $184,414 | $12,293,260 $3,713,334 $6,841,321 | | William C. Martin Chief Strategy Officer | April 2025 2024 TP Dec 2023 | $350,000 $107,692 $350,000 | $350,000 $400,000 $525,000 | $1,419,000 $808,005 $125,007 | — — — | $1,050,000 $466,667 $525,000 | $106,052 $31,052 $100,825 | $3,275,052 $1,813,415 $1,625,832 | | J. Michael Dodson Chief Financial Officer | April 2025 2024 TP Dec 2023 | $356,854 $107,692 $194,658 | — $50,000 $43,376 | — — $388,000 | — — — | — — — | $12,667 $4,500 $3,000 | $369,521 $162,192 $629,034 |

  26. Outstanding Equity Awards at Fiscal Year-End April 30, 2025

    Outstanding Equity Awards at Fiscal Year-End April 30, 2025 The following table sets forth information concerning the outstanding equity awards held as of April 30, 2025 by our named executive officers:

  27. Outstanding Equity Awards at Fiscal Year-End April 30, 2025

    | | Stock Awards | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested($) | | Eric Singer | 12/29/2022 | 100,002(1) | $723,014 | | | 10/20/2023 | 262,500(2) | $1,897,875 | | | 7/1/2024 | 250,000(3) | $1,807,500 | | | 1/2/2025 | 300,000(4) | $2,169,000 | | William C. Martin | 7/1/2024 | 150,000(5) | $1,084,500 | | J. Michael Dodson | 6/13/2023 | 33,333(6) | $240,998 |

  28. Outstanding Equity Awards at Fiscal Year-End April 30, 2025

    (1) Represents a grant of restricted stock. Vesting shall occur over a three-year period and shall vest as to 1/3rd of the total number of shares (133,333 shares) on January 3, 2024 and 1/12th of the total number of shares (33,333 shares, with 33,336 shares vesting in the last quarter) each quarterly period following January 3, 2024 for the remaining vesting period, subject to continued service to the Company in the capacity of employee or director. (2) Represents a grant of 450,000 restricted stock. Vesting shall occur over a three-year period and in equal quarterly installments (37,500 shares) commencing on April 1, 2024, subject to the change in control and severance provisions applicable to Mr. Singer's initial equity award. (3) Represents the grant of 250,000 restricted stock units, 100% of which vested on the one-year anniversary of July 1, 2024, the effective grant date, or July 1, 2025, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's common stock. (4) Represents the grant of 300,000 restricted stock units, 50% of which vested on the one-year anniversary of January 2, 2025, the effective grant date, or January 2, 2026, subject to Mr. Singer’s continued employment with the Issuer. The remaining 50% will vest in equal quarterly installments thereafter commencing on January 2, 2026, with the initial tranche vesting on April 1, 2026. (5) Represents the grant of 150,000 restricted stock units, 100% of which vested on the one-year anniversary of July 1, 2024, the effective grant date, or July 1, 2025, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's common stock. (6) Represents a grant of 50,000 restricted stock units. Vesting shall occur over a three-year period and shall vest as to 1/3rd of the total number of shares (16,667 shares in year 1 and 2; 16,666 shares in year 3) on each annual anniversary of the vesting start date, subject to continued service to the Company in the capacity of an employee. (7) Based on the closing price of our common stock of $7.23 per share on The Nasdaq Global Market on April 30, 2025. (8) The amounts in this column represent the aggregate grant date fair value of the awards, computed in accordance with FASB ASC Topic 718. See Note 12. Stock-Based Compensation in the Notes to the Consolidated Financial Statements of the Annual Report on Form 10-K for the fiscal year ended April 30, 2025 for a discussion of our assumptions in determining the FASB ASC Topic 718 values.

  29. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We entered into the following agreements with each of Messrs. Singer, Martin, and Dodson that provide for severance and additional benefits in connection with termination or change in control:

  30. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company for each of the FY 2025, the 2024 Transition Period, and the calendar years ended December 31, 2023 and December 31, 2022. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for FY 2025, the 2024 Transition Period and the 2023 and 2022 calendar years. Note that for our NEOs other than our principal executive officer (the PEO), compensation is reported as an average. The following table sets forth information concerning the compensation of our NEOs for each of FY 2025, the 2024 Transition Period, and the calendar years ended December 31, 2023 and December 31, 2022, and our financial performance for each such period:

  31. Pay Versus Performance

    | | Eric Singer | | Jared Smith | | Francis Jose | | | | | | | Year(1) | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid (CAP) to PEO(2) | SCT Total for PEO | CAP to PEO (2) | SCT Total for PEO | CAP to PEO | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEO (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR) | Net Income (millions) | | FY 2025 | $12,293,260 | $12,278,509 | N/A | N/A | N/A | N/A | $1,822,286 | $1,682,204 | $126.62 | $93.58 | | 2024 TP | $3,713,334 | $2,548,608 | N/A | N/A | N/A | N/A | $987,804 | $317,101 | $127.32 | $17.78 | | 2023 | $3,902,822 | $2,644,047 | N/A | N/A | $173,429 | $175,902 | $893,408 | $462,923 | $123.64 | $33.98 | | 2022 | N/A | N/A | N/A | N/A | $555,828 | $552,769 | $3,627,239 | $3,956,500 | $123.12 | $30.66 |

  32. Pay Versus Performance

    (1) During 2023, our Chief Executive Officer (PEO) was Eric Singer beginning on January 3, 2023 and Francis Jose through January 3, 2023. The non-PEO NEOs in the 2023 reporting year were Aaron Akerman, Michael Dodson and William Martin. The non-PEO NEOs in the 2022 reporting year were Eric Singer, Aaron Akerman, and William Martin. In order to calculate the average compensation “actually paid” (CAP) to our NEOs, we are required under the SEC rules to subtract from the value in the summary compensation table (SCT) the grant date fair value of equity awards (reflected in columns B and D below), and add back the following (reflected in columns C and E below): (i) the year-end fair value of any equity awards in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

  33. Pay Versus Performance

    | | SCT Total | Stock Awards Deducted | Stock Awards Added(a) | Options Deducted(b) | Options Added(b) | Total CAP | | | A | B | C | D | E | A – (B + D) + (C + E) | | PEO | | | | | | | | FY 2025 (Singer) | $12,293,260 | $4,963,000 | $4,948,248 | -- | -- | $12,278,509 | | 2024 TP (Singer) | $3,713,334 | $1,149,505 | $(15,222) | -- | -- | $2,548,608 | | 2023 (Singer) | $3,902,822 | $1,537,007 | $278,233 | -- | -- | $2,644,047 | | 2023(Jose) | $173,429 | -- | $2,473 | -- | -- | $175,902 | | 2022 | $555,828 | -- | $(3,059) | -- | -- | $552,769 | | Average Non-PEO NEOs | | | | | | | | FY 2025 | $1,822,286 | $709,500 | $569,417 | -- | -- | $1,682,204 | | 2024 TP | $987,804 | $404,002 | $(266,700) | -- | -- | $317,101 | | 2023 | $893,408 | $641,669 | $211,184 | -- | -- | $462,923 | | 2022 | $3,627,239 | $2,775,301 | $3,207,819 | -- | $(103,257) | $3,956,500 |

  34. Pay Versus Performance

    (a) The fair value of performance-vested RSUs granted in 2022 to Messrs. Singer and Martin included in columns (B) and (C), reflect the same fair value as of the grant date and as of December 31, 2022 because the company determined that there had been no change in the probability of achievement. (b) The fair value of stock options reported for CAP purposes in columns (D) and (E) is estimated using a Black-Scholes option pricing model in accordance with the SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions. As shown in the table above, turnover in our NEOs from year to year can have a material impact on the reported value of compensation “actually paid,” because the fair value of forfeited equity awards (measured as of the end of the year prior to the year of forfeiture) are reflected as a negative value in columns C and E of the table contained in footnote 2 to the Pay Versus Performance table. In addition, changes in the market price of our common stock following the date of grant of an award can significantly impact the level of compensation that is actually paid to our NEOs. To assist in understanding the changes to the equity awards reflected above, the following table reflects the value of one share of our common stock as of each of the following dates. If that date reflects a non-business day, the value reported is the last trading date of the applicable calendar year:

  35. Pay Versus Performance

    | | 04/30/2025 | 04/30/2024 | 12/29/2023 | 12/30/2022 | 12/31/2021 | | Closing price of our common stock | $7.23 | $7.27 | $7.06 | $7.03 | $5.71 |