DEF 14A of Lifevantage Corp, Sep 18, 2026

DEF 14A of Lifevantage Corp

Filed Sep 18, 2026 · FY20260001193125-26-395513

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Our Board currently consists of the following seven individuals: Rajendran Anbalagan, Michael A. Beindorff, Raymond B. Greer, Dayton Judd, Cynthia Latham, Darwin K. Lewis and Terrence Moorehead. Except for Cynthia Latham, each of these individuals will be standing for election at our Annual Meeting. Each director elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or, if sooner, until the director’s death, resignation, or removal. We encourage all directors to attend the Annual Meeting. All of the seven directors who were serving as of last year’s annual meeting of stockholders attended that meeting. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares represented by a duly executed proxy will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxy, unless contrary instructions are given. Each of the Company’s nominees for election has agreed to serve as a nominee, be named in a proxy statement and serve as a director, if elected. Our management has no reason to believe that any of the Company’s nominees will be unable to serve. The following information is furnished with respect to each of the nominees for election as director at the Annual Meeting as of the Record Date.

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Name | Age | Position with Company | | Mr. Rajendran Anbalagan | 51 | Independent Director | | Mr. Michael A. Beindorff | 74 | Independent Director | | Mr. Raymond B. Greer | 63 | Chairman, Independent Director | | Mr. Dayton Judd | 55 | Independent Director | | Mr. Darwin K. Lewis | 67 | Independent Director | | Mr. Terrence Moorehead | 63 | President, Chief Executive Officer, and Director |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    MR. RAJENDRAN ANBALAGAN. Mr. Anbalagan has been an independent member of our Board since August 2024. He has over 25 years of experience managing and executing large technology and e-commerce programs. Mr. Anbalagan has served as Chief Information and Product Transformation Officer at Caesars Entertainment (“Caesars”) since June 2023, where he is responsible for technology and digital growth of the company. Prior to joining Caesars, from December 2011 to May 2023, Mr. Anbalagan served as Senior Vice President of Digital Technology & Innovation at Panera LLC (“Panera”), where he was responsible for guiding product strategy on digital technology advancements, growth innovation, and enterprise architecture. Prior to joining Panera, from 1998 to 2011, Mr. Anbalagan worked in various executive leadership positions at AT&T, overseeing global distribution organization and technology integration across a multitude of products and platforms. Mr. Anbalagan earned a Bachelor of Computer Science and Engineering from the University of Madras in 1997 and a Master of Business Administration from University of Missouri-Saint Louis in 2008. The Board believes that Mr. Anbalagan’s extensive technology experience and transformational digital skills qualify him to serve on the Board. MR. MICHAEL A. BEINDORFF. Mr. Beindorff has been an independent member of our Board since January 2012. He also served as our Interim President and Chief Executive Officer from May 1, 2026 through August 4, 2026. He is an accomplished leader and board director with diverse experience in transformational leadership, public, private, and not-for-profit board service, general management, strategic planning, digital transformation, marketing, and branding and operations across a variety of business environments. He is currently Managing Partner of BJ Capital Partners LLC, a firm focused on syndicating investments in multi-family and other commercial real estate properties, a role he has held since 2022. He has also served on the boards of The World Poker Tour (WPTE), the California Higher Education Loan Authority, and PlanetRx.com, among other board and advisory roles. From 2008 to 2022, Mr. Beindorff served as Principal of The Far Niente Group, a private investment entity focused on investing for long term capital appreciation. From 2004 to 2008, he served as Chief Operating Officer of Exclusive Resorts, a private club for luxury travel experience. From 2002 to 2004, he served as Principal and President of the Greentree Group, a management consultancy focused on helping clients build strong brands and effective business models. From 1999 to 2002, he served first as President and COO and then as Chairman and Chief Executive Officer of PlanetRx.com, an internet pharmacy and on-line health portal. From 1995 to 1999, he served as Executive Vice President of Marketing, Operations and Product Management for VISA. Previously, he held various positions leading global advertising, marketing and brand management for Rhodes Furniture (1993 to 1995) and The Coca-Cola Company (1978 to 1993). Mr. Beindorff received his Bachelor of Science in Business Administration from the University of Alabama and his Masters of Business Administration from the Goizueta Business School at Emory University. The Board believes that Mr. Beindorff’s accomplishments and long-term experience as a leader of business sectors qualifies him to serve on the Board. MR. RAYMOND B. GREER. Mr. Greer has been an independent member of our Board since February 2017 and has served as the Chair of our Board since November 2023. Mr. Greer has over 35 years of technology and supply chain experience. Since February 2022, Mr. Greer has served as an Operating Partner for Welsh Carson Anderson & Stowe, a private equity firm, where he focuses on Supply Chain technology investments. Previously he served as the Chief Executive Officer of Omnitracs, LLC, a Vista Equity backed provider of innovative software and SaaS fleet management solutions serving the transportation sector from February 2018 to July 2021. Prior to that, from February 2011 to February 2018, Mr. Greer served as the President of BNSF Logistics, LLC, an international third-party logistics provider and a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC, a Berkshire Hathaway company. From March 2005 to January 2010, Mr. Greer served as President and Chief Executive Officer of Greatwide Logistics Services, a non-asset based logistics and transportation services company. From December 2002 to March 2005, Mr. Greer served as President and Chief Executive Officer for Newgistics, Inc., a reverse logistics company. Mr. Greer has also held senior management positions for Ryder and FedEx Corporation. From 2010 to 2018, Mr. Greer served as a director of DCT Industrial Trust, a publicly traded industrial Real Estate Investment Trust. Mr. Greer earned a Bachelor of Science degree in Mathematics from the University of Utah and an Executive Masters in Information Systems & Telecommunications from Christian Brothers University. Mr. Greer brings to our Board deep experience in international logistics, supply chain management and technology. The Board believes that Mr. Greer’s sustained leadership experience in supply chain and technology related fields provides important insight in the Company’s corporate strategy, which qualifies him to be on the Board. MR. DAYTON JUDD. Mr. Judd has been an independent member of our Board since February 2024. Mr. Judd has served as the Chief Executive Officer of FitLife Brands, Inc. (FTLF) (“FitLife”), a national provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers, since February 2018, and as the founder and Managing Member of Sudbury Capital Management, LLC, a provider of investment advisory services, since 2012. Prior to that, he served as a Portfolio Manager for Q Investments, L.P., a multi-billion-dollar hedge fund, from 2007 through 2011, and held various positions at McKinsey & Company, Inc., a global management consulting firm, from 1996 to 1998 and again from 2000 to 2007. Mr. Judd currently serves as Chairman of FitLife, where he has served as a director since 2017. Mr. Judd has also served as a director of Optex Systems Holdings, Inc. (OPXS), a manufacturer of optical sighting systems and assemblies, since October 2022, where he also serves as Audit Committee Chair. Mr. Judd is a Certified Public Accountant. He received his Masters of Business Administration with high distinction from Harvard Business School, where he was a Baker Scholar, and earned his Master of Science and Bachelor of Science, summa cum laude, in Accounting from Brigham Young University. The Board believes that Mr. Judd’s leadership experience in nutritional supplements and financial fields qualifies him to be on the Board.

  4. PROPOSAL 1 - ELECTION OF DIRECTORS

    MR. DARWIN K. LEWIS. Mr. Lewis has been an independent member of our Board since February 2017. In February 2018, Mr. Lewis retired from a career at SC Johnson & Son, Inc. (“SC Johnson”), a global consumer packaged goods company that he joined in 1981. During his career at SC Johnson, Mr. Lewis held a number of sales, marketing, acquisition and general manager positions both domestically and abroad. From July 2015 until his retirement, Mr. Lewis served as the Senior Vice President-Global Sales and Chief Customer Officer at SC Johnson. Prior to that, Mr. Lewis’ roles at SC Johnson included Senior Vice President of North American Sales and Chief Customer Officer (from November 2008 to June 2015), Vice President, Group General Manager in Greater China (from 2005 to 2008), Vice President of North American Sales (from 2000 to 2004), and President and General Manager over SCJ Canada (from 1997 to 2000). Prior to 1997, Mr. Lewis served in various other roles at SC Johnson including National Director of Special Business, Division Sales Director over the Midwest Division, Marketing Associate, Sales Director, Director of Trade Marketing and Area Manager and Division Sales Director. Mr. Lewis earned his Masters of Business Administration from the University of Colorado and his Bachelor of Science degree in Business Administration from the University of Minnesota. Mr. Lewis brings to our Board extensive experience in managing sales and international operations in a global consumer goods business. The Board believes that Mr. Lewis’s pedigree of success at every level of corporate leadership and his understanding of sales, marketing and consumer packaged goods strategies qualifies him to be on the Board. MR. TERRENCE MOOREHEAD. Mr. Moorehead was appointed as a director and as our President and Chief Executive Officer effective August 5, 2026. Mr. Moorehead brings more than 25 years of experience in the retail consumer products industry. He previously served as President and Chief Executive Officer of Nature's Sunshine Products, Inc. from 2018 through 2025. From 2015 through 2018, Mr. Moorehead served as Chief Executive Officer of Carlisle Etcetera LLC. From 2013 through 2015, he served as Chief Executive Officer of Dana Beauty, Inc. From 1991 to 2013 he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, for North America, President and Chairman of Avon Japan, and President of Avon Canada. Mr. Moorehead currently serves on the Board of Directors of Xenia Hotels & Resorts, Inc., a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts. Mr. Moorehead received his Master's of Business Administration in Marketing and Finance from Columbia University and a Bachelor of Arts in Economics and Marketing from Boston College. The Board believes that Mr. Moorehead's significant experience in direct-to-consumer, business transformation, and extensive leadership management skills in global consumer-oriented businesses qualify him to be on the Board. Under our Charter and Bylaws, in an uncontested election, directors are elected by majority of the votes cast virtually or by proxy at the Annual Meeting, assuming a quorum is present. This means that the number of shares voted “FOR” a nominee for election as director must exceed the number of votes cast “AGAINST” that director nominee. If you hold your shares in street name and you do not instruct your broker, bank, trustee, or other nominee on how to vote on this proposal, they will not have authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not be voted “FOR” or “AGAINST” the election of any director nominee, and so will not have any effect on the outcome of this proposal. We have also implemented a majority voting policy for director resignations, which is applicable if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. We expect each director nominated for reelection to tender his or her written irrevocable, conditional resignation to our chair of the Board that will be effective only upon both (i) the failure to receive the required vote at the Annual Meeting and (ii) Board acceptance of such resignation. If a director nominee fails to receive the required vote for reelection, our nominating and corporate governance committee (other than such director) will act on an expedited basis to determine whether to accept the director’s irrevocable, conditional resignation, and it will submit such recommendation for prompt consideration by the Board. The nominating and corporate governance committee and members of the Board (other than such director) may consider any factors they deem relevant in deciding whether to accept a director’s resignation. This policy does not apply in circumstances involving contested director elections. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE SIX DIRECTOR NOMINEES ABOVE.

  5. Stockholder Engagement

    Stockholder Engagement Our Board and management are committed to maintaining a robust and transparent dialogue with our stockholders. We believe that regular, proactive engagement with our investors is critical to fostering trust, enhancing accountability, and supporting our long-term strategic objectives. Our stockholder engagement program is designed to ensure that the perspectives of our investors are thoughtfully considered in the development of our practices, including compensation, capital allocation, and Board composition. Engagement Framework We employ a structured approach to stockholder engagement and are dedicated to maintaining open communication with all stockholders. This program is designed to provide transparency, understand investor perspectives, and address their concerns through outreach in advance of the annual meeting, as well as throughout the year. We have conducted engagement meetings with investors that were generally led by members of senior management and, when appropriate, included participation by members of the Board, such as relevant committee chairs, to reinforce the Board’s commitment to stockholder responsiveness. In addition to this ongoing program, the Board has, in prior years, placed particular emphasis on engagement regarding executive compensation following the results of the say-on-pay vote. As part of this added layer of outreach, the chair of the compensation committee, together with other members of management, participated directly in discussions with stockholders on compensation matters. This ensured that stockholders’ views were heard by the director responsible for oversight of our executive pay program, while broader engagement activities continued under our established practices. Topics of Engagement and Board Responsiveness Our discussions with stockholders covered a broad range of compensation, capital allocation, governance, and strategic topics, which our Board used to inform its oversight responsibilities. For example: • Executive Compensation: Stockholders expressed interest in increasing the length of the performance period associated with the performance-based restricted stock units ("PRSUs"). In fiscal year 2026, the PRSU awards were granted with more equal weighting between the performance periods as an adjustment to the prior fiscal year’s PRSU awards. Stockholders also inquired about the design of our PRSUs, which establish maximum vesting at 200% of target-level performance. In response, our compensation committee consulted with its compensation consultant and determined that this design aligns with both our peer companies and market practice. Additionally, we received feedback regarding tying our long-term incentive plan more closely to financial metrics. In fiscal year 2026, the PRSU awards were granted with an additional financial metric based on adjusted EBITDA performance. • Burn Rate: In response to stockholder inquiries, we carefully evaluate the impact of our long term incentive plan on our burn rate. • Capital Allocation: We carefully evaluate our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, balancing our desire, among other things, to retain cash for internal investments and opportunistic acquisitions and returning cash to stockholders through stock repurchases and dividends. In response to stockholder input in favor of returning value through stock repurchases and dividends, in June 2025 and again in June 2026, we increased our quarterly dividend by one-half cent per share. We have also continued our share repurchase program. In total, since the beginning of fiscal year 2026, we have paid aggregate dividends of $2.3 million and have repurchased $2.0 million or 0.3 million shares. • Board Composition: Stockholders expressed interest in the diversity of skills, experience, and qualifications represented on our Board. As a result, we expanded our Board skills matrix, enhanced disclosures regarding director qualifications, and improved our succession planning. We also refreshed our Board the last three fiscal years with the addition of Mr. Judd, a director with substantial finance and health industry experience, and Mr. Anbalagan, a director with substantial technology experience.

  6. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation of each individual who served as our “principal executive officer” during the fiscal year ended June 30, 2026, as well as our next two most highly compensated executive officers during the fiscal year ended June 30, 2026. We refer to these individuals as our “named executive officers” or “NEOs.”

  7. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Plan Compensation(2) | All Other Compensation ($) | Total ($) | | Michael Beindorff,(3) | 2026 | 141,667(4) | — | 91,334 | — | — | 233,001 | | Interim President and Chief Executive Officer | | | | | | | | | Steven R. Fife,(5) | 2026 | 512,217 | — | 1,557,832 | 32,083 | 85,778(6) | 2,187,911 | | Former President and Chief Executive Officer | 2025 | 550,000 | — | 1,605,326 | 590,590 | 70,212 | 2,816,128 | | Kristen Cunningham,(7) | 2026 | 340,000 | — | 399,188 | 13,600 | 62,651(8) | 815,439 | | Chief Sales Officer | | | | | | | | | Carl Aure,(7) | 2026 | 367,500 | — | 331,034 | 18,500 | 39,630(9) | 756,663 | | Chief Financial Officer | | | | | | | |

  8. SUMMARY COMPENSATION TABLE

    (1) The amounts in this column represent the aggregate grant date fair value of stock awards granted to the NEO in the applicable fiscal year under our 2017 Long-Term Incentive Plan (the “2017 Plan”) and computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Code (“ASC”), Topic 718. See Notes 2 and 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on August 27 2026 for a discussion of all assumptions that we made in determining the grant date fair values of such awards. In accordance with SEC rules, the grant date fair value of any award subject to a performance condition is based on the probable outcome of the performance conditions. In fiscal year 2026, Messrs. Fife and Aure and Ms. Cunningham were each granted service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). The grant date fair value of the PRSUs included in the “stock awards” column above assumes the PRSUs will become eligible to vest at 100% of their target level, which we determined was the probable outcome for the awards at the time of grant. The grant date fair value of the PRSUs granted in fiscal year 2026 assuming achievement at the maximum level of 200% is as follows: Mr. Fife - $1,869,393, Ms. Cunningham - $479,031, and Mr. Aure - $397,235. Mr. Beindorff did not receive any RSU or PRSU awards in connection with his service as Interim President and Chief Executive Officer during fiscal year 2026; the amount reflected in this column for Mr. Beindorff represents the grant date fair value of the restricted stock award granted to Mr. Beindorff on November 6, 2025 in connection with his service as a non-employee director on our Board, as described in further detail in the "Director Compensation" section below. (2) The amounts in this column reflect cash bonus awards earned by the NEOs under one of our cash incentive plans. The annual incentive plan payout for fiscal year 2026 was 10% of the plan’s targeted payout based on actual achievement of the set goals. The amount paid to Mr. Fife for fiscal year 2026 was pro-rated based on his partial year of service, in accordance with his Transition Agreement. Mr. Beindorff was appointed Interim President and Chief Executive Officer on May 1, 2026. Accordingly, compensation information is only provided for fiscal year 2026. All compensation received by Mr. Beindorff prior to fiscal year 2026 was solely in his capacity as a non-employee director on our Board. Includes $50,000 received for service as a non-employee director on our Board prior to his appointment as our Interim President and Chief Executive Officer on May 1, 2026. Mr. Fife retired from his employment with us on April 30, 2026. (6) Includes (i) reimbursements Mr. Fife received for travel by his companion in the amount of $63,114, (ii) $14,892 in health insurance benefits, and (iii) $7,771 in 401(k) matching contributions. (7) These executive officers were employed by us but were not one of our named executive officers in fiscal year 2025. Accordingly, compensation is only provided for fiscal year 2026. (8) Includes (i) reimbursements to Ms. Cunningham for travel by her companion in the amount of $28,675, (ii) $28,026 in health insurance benefits and (ii) $5,950 in 401(k) matching contributions. Includes (i) reimbursements to Mr. Aure for travel by his companion in the amount of $512, (ii) $28,093 in health insurance benefits, and (iii) $11,025 in 401(k) matching contributions.

  9. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning all stock options and stock awards held by our NEOs as of June 30, 2026.

  10. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (i) | | Michael Beindorff | | | | | 13,531(2) | 84,433 | | | | Steven R. Fife | 44,000 | —(3) | 4.44 | 2/2/2028 | — | — | — | — | | | — | — | — | — | 16,734(4) | 104,420 | — | — | | Kristen Cunningham | — | — | — | — | 2,465(5) | 15,382 | — | — | | | — | — | — | — | | | 10,460(6) | 65,270 | | | — | — | — | — | 7,264(7) | 45,327 | | | | | — | — | — | — | | | 24,698(8) | 154,116 | | | — | — | — | — | 12,349(4) | 63,904 | — | — | | Carl Aure | — | — | — | — | 2,055(5) | 12,823 | — | — | | | — | — | — | — | | | 7,554(6) | 47,137 | | | — | — | — | — | 5,246(7) | 32,735 | | | | | — | — | — | — | | | 20,480(8) | 127,795 | | | — | — | — | — | 10,241(4) | 63,904 | | |

  11. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Computed in accordance with SEC rules as the number of unvested RSUs or shares of restricted stock, as applicable, multiplied by the closing market price of our common stock at the end of the 2026 fiscal year, which was $6.24 on June 30, 2026 (the last business day of the 2026 fiscal year). The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our common stock. (2) This restricted stock award was granted to Mr. Beindorff on November 6, 2025 as part of his compensation as an independent director on our Board of Directors. (3) This option was granted on February 2, 2018 and is fully vested. These RSUs were granted to Messrs. Fife and Aure and Ms. Cunningham on August 26, 2025. 5/12ths of the RSUs vested on September 10, 2026, with the remaining amount vesting in equal installments quarterly over the next two years, subject to continued service through such date. Subject to Mr. Fife's Transition Agreement, he was eligible to vest 10/12th of the number of shares of the first vest for his months of service during fiscal year 2026. These RSUs were granted to Ms. Cunningham and Mr. Aure on August 24, 2023. 1/3rd of the RSUs vested on August 31, 2024, with quarterly vesting thereafter, subject to continued service through each such date. These PRSUs were granted to Messrs. Fife and Aure and Ms. Cunningham on August 26, 2024. 50% of the total number of PRSUs granted were eligible to vest based on achievement of a specific revenue target for fiscal year 2025; 30% of the total number of PRSUs granted were eligible to vest based on achievement of a specific revenue target for fiscal year 2026; and 20% of the total number of PRSUs granted were eligible to vest based on achievement of a specific revenue target for fiscal year 2027. The maximum amount of PRSUs eligible to vest based on revenue performance is 200% of target. The revenue target for fiscal year 2025 was achieved at 200%. The revenue target for fiscal year 2026 was achieved at 0% with the associated shares forfeited. In accordance with SEC rules, the number of PRSUs in column (i) and the value of those PRSUs in column (j) reflects performance at target assuming the fiscal year 2027 revenue targets are achieved at target. PRSUs for each performance period, to the extent the applicable revenue target is achieved, become eligible to vest on August 31st of the following fiscal year, subject to continued service through such date. (7) These RSUs were granted to Ms. Cunningham and Mr. Aure on August 26, 2024. 1/3rd of the RSUs vested on August 31, 2025, with the remainder vesting in eight quarterly installments thereafter, subject to continued service through each such date. (8) These PRSUs were granted to Messrs. Fife and Aure and Ms. Cunningham on August 26, 2025. 34% of the total number of PRSUs granted were eligible to vest based on achievement of a specific revenue and adjusted EBITDA targets for fiscal year 2026; 33% of the total number of PRSUs granted were eligible to vest based on achievement of a specific revenue and adjusted EBITDA targets for fiscal year 2027; and 33% of the total number of PRSUs granted were eligible to vest based on achievement of a specific revenue and adjusted EBITDA targets for fiscal year 2028. The maximum amount of PRSUs eligible to vest is 200% of target. The revenue and adjusted EIBTDA targets for fiscal year 2026 were not achieved and the PRSUs attributable to fiscal year 2026 performance were forfeited in their entirety. In accordance with SEC rules, the number of PRSUs in column (i) and the value of those PRSUs in column (j) reflects performance at target assuming the fiscal year 2027 and fiscal year 2028 revenue and EBITDA targets are achieved at target. PRSUs for each performance period, to the extent the applicable revenue target is achieved, become eligible to vest on September 10th of the following fiscal year, subject to continued service through such date.

  12. PAY-VERSUS-PERFORMANCE

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return(5) | Net Income(6) | | Year | Steven R. Fife | Michael Beindorff | Steven R. Fife | Michael Beindorff | | | | | | 2026 | $2,187,911 | $233,001 | $(218,717) | $178,540 | $786,051 | $288,427 | $49.00 | $5,072,000 | | 2025 | $2,816,128 | $— | $7,473,244 | $— | $1,010,069 | $1,480,242 | $206.43 | $9,805,000 | | 2024 | $2,297,892 | $— | $3,048,401 | $— | $703,972 | $853,888 | $159.73 | $2,937,000 |

  13. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our TSR, assuming an initial fixed investment of $100 and the reinvestment of dividends, for the fiscal years ended June 30, 2026, June 30, 2025, and June 30, 2024. CAP to our PEO and non-PEO NEOs from fiscal year 2025 to fiscal year 2026 decreased while our TSR also decreased during the same period, which was driven mainly by decrease in our stock price between fiscal year-end 2025 and fiscal year-end 2026, above target revenue performance associated with the fiscal year 2025 performance period for our outstanding PRSUs, and below threshold performance associated with the fiscal year 2026 performance period for our outstanding PRSUs as described in further detail above in the section entitled “Narrative Explanation of Compensation Arrangements with our Named Executive Officers.”

  14. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our net income for the fiscal years ended June 30, 2026, June 30, 2025, and June 30, 2024. This is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation.

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Compensation for our non-employee directors consists of (1) monthly retainers for board service and for service as Chair of our Board and the chair of one of the standing board committees and (2) annual equity awards. The monthly retainers consist of the following: • $7,000 for service as the chair of our Board; • $6,667 for service as the chair of our audit committee; • $6,250 for service as the chair of our compensation committee; • $5,833 for service as the chair of our nominating and governance committee; and • $5,000 for service by all other non-employee directors. In connection with each annual meeting of our stockholders at which a non-employee director is re-elected (for example, on the date of the Annual Meeting), or upon first joining our Board (the date of such re-election or the date a new non-employee director first joins our Board, the “Election Date”), each non-employee director will receive a restricted stock award for a number of shares equal to $105,000 divided by the Stock Price, where the “Stock Price” is equal to the average closing price of our common stock for each of the ten trading days ending the day before the Election Date. In the event a director is appointed between annual stockholder meetings, the restricted stock award granted to the new non-employee director is typically pro-rated. Subject to continued service, such restricted stock awards will vest in a single installment on the one-year anniversary of the grant date. The table below summarizes the compensation we paid to our non-employee directors for fiscal year 2026 other than Mr. Beindorff, whose compensation is reported in the Summary Compensation Table, above, as a result of his service as our Interim President and Chief Executive Officer during the fiscal year:

  16. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Rajendran Anbalagan | 60,000 | 91,334 | 151,334 | | Raymond B. Greer | 84,000 | 91,334 | 175,334 | | Dayton Judd | 80,004 | 91,334 | 171,338 | | Cynthia Latham | 69,996 | 91,334 | 161,330 | | Darwin K Lewis | 75,000 | 91,334 | 166,334 | | Garry Mauro | 20,000 | — | 20,000 |

  17. DIRECTOR COMPENSATION

    (1) These amounts represent the grant date fair value of restricted stock awards granted by us during fiscal year 2026, determined in accordance with FASB ASC, Topic 718. For the assumptions used in our valuations, see Notes 2 and 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on August 27, 2026 for a discussion of all assumptions that we made in determining the grant date fair values of its equity awards. (2) As of June 30, 2026, our non-employee directors held the following shares of restricted stock: Mr. Anbalagan — 13,351; Mr. Greer — 13,351; Mr. Judd — 13,351; Ms. Latham — 13,351; Mr. Lewis — 13,351; and Mr. Mauro — 13,351.