DEF 14A of Electromed, Inc.
Filed Sep 30, 2025 · FY20250001437749-25-030113
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board is currently composed of eight directors, all of whom have been nominated for re-election at the Annual Meeting. If elected, each director will hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, disqualification or removal. Each of the director nominees has consented to be named in this proxy statement and to serve, if elected. The Company has no reason to believe that any of the director nominees named below will be unable or unwilling to serve as director if elected. If for any reason any nominee withdraws or is unable to serve as director (neither of which is expected at this time), the shares represented by all valid proxies will be voted for the election of a substitute nominee recommended by the Board or, alternatively, not voted for any nominee. The Bylaws of the Company, as amended (the “Bylaws”), provide that the number of directors shall be determined by the shareholders annually. The Board has recommended that the number of directors be set at eight. The Board believes that eight directors provide diversity of viewpoints and expertise while allowing each director to influence the strategic direction of the Company. If each of the eight director nominees named in this proxy statement are elected at the Annual Meeting, their election will be deemed shareholder approval of setting the number of directors at eight.
Nominees for Election as Directors at the Annual Meeting
Nominees for Election as Directors at the Annual Meeting The Board has nominated each of the following persons for election to serve as directors and recommends that shareholders vote “FOR” the election of each such nominee:
Nominees for Election as Directors at the Annual Meeting
| | Mr. Cunniff is a seasoned executive in the healthcare space with a direct knowledge of Electromed’s business and operations as he currently serves as President and Chief Executive Officer of Electromed, Inc. Prior to joining Electromed in July of 2023, he served as President and Chief Executive Officer of Provista, Inc. (2017-2022) and of Denver Solutions, LLC (2015-2017). He has demonstrated success in general management, international, manufacturing, sales and marketing, finance, human resources, operations, compliance, mergers and acquisitions, and change management. His service as our current principal executive officer uniquely qualifies him to serve as a member of our Board. Experience: ● President and CEO, Board Member, Electromed, Inc. ● President and CEO, Provista, Inc. ● President and CEO, Board Member, Denver Solutions LLC (d/b/a Leiters Health) ● Senior Vice President, Americas, Acelity L.P. Inc. ● President of Multiple Divisions, Stryker Corporation Education: BA, Advertising and Business, University of Illinois Urbana-Champaign; Advanced Management Program, Harvard Business School |
Nominees for Election as Directors at the Annual Meeting
James L. Cunniff President and Chief Executive Officer, Electromed, Inc. Director Since: 2023 Age: 60 Other Boards AA Medical
Nominees for Election as Directors at the Annual Meeting
| | Mr. Erickson provides a strong perspective on financing, investment, acquisition and operating strategies, public company regulatory compliance issues, and investor relations. Mr. Erickson currently serves as President and Chief Executive Officer of Liberty Capital, Inc., which he co-founded in 2013 to provide capital and advisory services to both pre- and post-commercialization organizations in various industries, including medical device and technology. Over his 32-year career at Ziegler, he was responsible for developing and executing strategies to achieve growth through market share gains and acquisitions. Mr. Erickson’s significant experience as a board member in both the public and private sector, and in business operations, financial reporting, and M&A activity, qualifies him to serve as a member of our Board and as the Audit Committee Financial Expert. Experience: ● President and CEO, Liberty Capital, Inc. ● President and COO, Ziegler, Inc. ● United States Marine Corps Veteran ● Auditor and Tax Professional, Baker Tilly US LLP Education & Other Credentials: BS, Business Administration, University of Minnesota; Certified Public Accountant (Inactive) |
Nominees for Election as Directors at the Annual Meeting
Stan K. Erickson President and Chief Executive Officer, Liberty Capital, Inc. Director Since: 2014 Age: 75 Other Public Company Boards Titan Machinery, Inc. (Nasdaq: TITN) 2017-present Other Boards McAninch Corporation Liberty Capital, Inc. Recon Robotics, Inc. University of Northwestern St. Paul Recon Capital, LLC
Nominees for Election as Directors at the Annual Meeting
| | Mr. Fluet currently serves as Chief Operating Officer for Ferring Microbiome Inc. (fka Rebiotix, Inc.), a Ferring Pharmaceuticals company focused on revolutionizing the treatment of debilitating diseases through microbiome-based research. Since 2016, he has worked at Rebiotix in both contract and permanent roles, including serving as Chief Business Officer from 2017 until the company’s acquisition by Ferring Pharmaceuticals in 2018. Prior to this role at Rebiotix, Mr. Fluet served as Chief Executive Officer of Urologix, Inc., then a public company and developer of minimally invasive office-based Benign Prostatic Hyperplasia (BPH) therapies. Mr. Fluet’s background as a healthcare investor and medical device executive, including experience in M&A transactions, public and private financing, investor relations, business development, commercial operations, manufacturing operations and financial reporting, qualify him to serve as a member of our Board. Experience: ● COO, Rebiotix, Inc. ● CEO, Urologix, Inc. ● Interim CFO, Urologix, Inc. ● Executive VP and COO, Urologix, Inc. ● Associate, Sapient Capital Management LLC Education: BS, Mechanical Engineering, Stanford University |
Nominees for Election as Directors at the Annual Meeting
Gregory J. Fluet Chief Operating Officer, Ferring Microbiome, Inc. (fka Rebiotix, Inc.) Director Since: 2019 Age: 56 Previous Boards Urologix, Inc. (Nasdaq: ULGX) 2013-2016
Nominees for Election as Directors at the Annual Meeting
| | Mr. Galatowitsch most recently served as a Partner and Medtech practice leader at Guidehouse Consulting, a leading global provider of consulting services to the public and commercial markets with broad capabilities in management, technology, and risk consulting. He also co-founded and served as President of Dymedex Consulting, LLC from January 2008 through August 2016 when it was acquired by Navigant up until his retirement in September 2020. He pioneered and provided new-to-the-world conceptual frameworks for assessing opportunities and driving clinical adoption of disruptive new medical technologies. At Medtronic, he led and coordinated global market development efforts in Medtronic’s cardiac rhythm management division. Mr. Galatowitsch’s extensive experience in the medical technology management, commercial execution, global market development, marketing and business strategy, management, strategic planning, consulting, and sales, qualify him to serve as a member of our Board. Experience: ● Partner, Guidehouse Consulting ● Co-Founder, President, Dymedex Consulting LLC ● Senior Director of Strategic Marketing, Medtronic, PLC ● Marketing and Business Management, 3M Company Education: BS, Biomedical Engineering, Marquette University; MBA, Marketing, St. Thomas Opus College of Business |
Nominees for Election as Directors at the Annual Meeting
Joseph L. Galatowitsch Former Partner, Guidehouse Consulting Director Since: 2021 Age: 67 Other Boards Manufacturing Wealth LLC Previous Boards Medical Alley
Nominees for Election as Directors at the Annual Meeting
| | Ms. Skarvan served as our President and Chief Executive Officer from 2012 until her retirement on June 30, 2023. Prior to Electromed, Ms. Skarvan served as Vice President of Operations at OEM Fabricators, a leading custom metal fabrication company specializing in building components (Sep 2011-Oct 2012). In addition, Ms. Skarvan held several positions of increasing responsibility over her 29-year career at Hutchinson Technology, Inc. and was responsible for a division with annual revenues in excess of $300 million, managing 3,500 employees across R&D, marketing, sales, and technical support in five countries. Ms. Skarvan’s experience as our former principal executive officer and as a leader of high growth companies, extensive operations and marketing experience, and track record of identifying strategic priorities and driving the execution of strategies, uniquely qualify her to serve as a member of our Board. Experience: ● President and CEO, Electromed, Inc. ● VP of Operations, OEM Fabricators ● SVP and President of the Disk Drive Components Division, Hutchinson Technology, Inc. Education: BA, Mass Communications, St. Cloud State University |
Nominees for Election as Directors at the Annual Meeting
Kathleen S. Skarvan Former Chief Executive Officer, Electromed, Inc. Director Since: 2013 Age: 69 Other Public Company Boards Citizens Community Bancorp, Inc. (Nasdaq: CZWI) 2022-present Other Boards Citizens Community Federal National Association Previous Boards St. Cloud State University Foundation
Nominees for Election as Directors at the Annual Meeting
| | Mr. Summers currently serves as the Managing Member of Summers Value Partners LLC (“Summers Value Partners”), an alternative investment management firm with a focus on small and micro-cap companies in the global healthcare sector, since March 2018. Prior to that, Mr. Summers was an investment professional and equity analyst at Janus Henderson Investors, a leading global active asset manager, from 2008 to February 2018, where he specialized in investing across the global healthcare sector. From 2004 to 2008, Mr. Summers served as the Managing Member of Silvergate Capital Management LLC, a long/short healthcare hedge fund that he founded. Mr. Summers began his investment career in 1998 at INVESCO Funds Group, Inc. Mr. Summers’ perspective as a significant shareholder of the Company, together with his financial and industry knowledge, leadership experience in capital and growth equity investing, investment capital markets, and investor relations qualify him to serve as a member of our Board. Experience: ● Managing Partner, Summers Value Partners LLC ● Investment and Equity Analyst, Janus Henderson Investors ● Founder and Portfolio Manager, Silvergate Capital Management LLC ● Co-Portfolio Manager, INVESCO Funds Group, Inc. Education & Other Credentials: BS, Business Administration, University of Wisconsin-Whitewater; MS, Finance, University of Wisconsin-Madison; Chartered Financial Analyst |
Nominees for Election as Directors at the Annual Meeting
Andrew J. Summers Managing Partner, Summers Value Partners LLC Director Since: 2022 Age: 52 Other Boards Restor3d Previous Boards Scott's Liquid Gold, Inc. (OTC: SLGD) 2019-2020
Nominees for Election as Directors at the Annual Meeting
| | Ms. Tune currently serves as Managing Partner with Capita3, an early-stage venture capital fund focused on next generation healthcare startup founders, since January 2019. Ms. Tune was the CFO/COO for Marani Health, Inc., a leading development stage maternal and fetal health company, from 2020 through February 2024 and is a former Partner at Thomas, McNerney & Partners, where she led and managed an investment portfolio with a primary focus in healthcare technologies from 2003 to December 2019. Ms. Tune’s leadership experience in capital and growth equity investing, corporate strategy, business development, investment and capital markets, investor relations and finance, sales, marketing and reimbursement strategies, qualify her to serve as a member of our Board. Experience: ● Managing Partner, Capita3 ● CFO/COO, Marani Health, Inc. ● Partner, Thomas, McNerney & Partners ● Equity Analyst, Piper Sandler ● Program Manager, Pfizer Education: BS, Biochemistry and Microbiology, Minnesota State University; MS, Veterinary Microbiology; University of Minnesota; MBA, Finance, University of Minnesota Carlson School of Management |
Nominees for Election as Directors at the Annual Meeting
Kathleen A. Tune Managing Partner, Capita3 Director Since: 2021 Age: 61 Other Boards Marani Health, Inc. Gillette Children’s Hospital Visura Technologies, Inc. Agitated Solutions, Inc. Previous Boards Galil Medical, Inc. CAS Medical Systems, Inc. (Nasdaq: CASM) 2011-2019 Vertiflex, Inc. CardioMech AS Moonshot Medical LLC
Nominees for Election as Directors at the Annual Meeting
| | Ms. Walsh currently serves as President and Chief Executive Officer of HealthPartners, an $8.5 billion Minnesota-based non-profit integrated health system that provides care, health support, insurance coverage, research and education programs. She has held this position since 2017. Over her 30-year career with HealthPartners, Ms. Walsh held other positions, including as Executive Vice President and Chief Marketing Officer, from April 2002 to May 2017 and as Senior Vice President and Corporate Counsel from 1994 to 1999. In her role as President and Chief Executive Officer, Ms. Walsh is responsible for developing the organization’s vision and strategy. She leads a team of approximately 28,000 people, including a multi-specialty group practice with over 1,800 physicians and 900 advanced practice clinicians, which collectively serve more than 1.3 million patients in Minnesota and Wisconsin, and 1.7 million members across the country through its health plan, network and services. Ms. Walsh’s experience as the top executive at a large healthcare organization in a highly regulated marketplace, and her extensive knowledge of the healthcare and insurance industry, qualify her to serve as a member of our Board. Experience: ● President & CEO, HealthPartners, Inc. ● Executive VP & CMO, HealthPartners, Inc. ● SVP & Corporate Counsel, HealthPartners, Inc. Education: BA, Business Administration & English, University of Kansas; JD, University of Minnesota Law School |
Nominees for Election as Directors at the Annual Meeting
Andrea M. Walsh President and Chief Executive Officer, HealthPartners, Inc. Director Since: 2020 Age: 62 Other Boards Curi YMCA of the North and Greater MSP Health Partners, Inc. The Board recommends that you vote “FOR” each of the nominees to the Board, thereby setting the number of directors at eight. The election of each nominee requires the affirmative vote of a plurality of the voting power of the shareholders present, whether electronically during the Annual Meeting or by proxy, and entitled to vote at the Annual Meeting, provided that a quorum is present. Except as otherwise directed, the proxies will vote all valid proxies for the eight nominees identified above.
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS We do not have any formal policy that requires us to grant, or avoid granting, equity awards to our executive officers at certain times. Consistent with our annual compensation cycle, the Personnel and Compensation Committee typically grants annual equity awards, in the form of stock options and restricted stock awards, to our executive officers in September. The dates of the equity grants generally occur after we have issued our earnings release and Annual Report on Form 10-K announcing our fourth quarter and full year financial results. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in all cases, the timing of the grant of stock options, if any, would occur independently of the release of any material, non-public information, and we do not time the disclosure of material non-public information for the purpose of affecting the value or exercise price of such stock options. During fiscal 2025, no stock options were granted to our executive officers during the period beginning four business days before, and ending one business day after, the filing or furnishing of such report the filing of a Form 10-Q or Form 10-K, or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information.
BOARD OF DIRECTORS
BOARD OF DIRECTORS Any shareholder wishing to communicate with the Board should send the communication, in written form, to the President and Chief Executive Officer of the Company at the Company’s principal place of business at 500 Sixth Avenue Northwest, New Prague, Minnesota 56071. The President and Chief Executive Officer will promptly send the communication to each member of the Board identified on the communication.
EXECUTIVE COMPENSATION COMPONENTS FOR FISCAL 2025
EXECUTIVE COMPENSATION COMPONENTS FOR FISCAL 2025 We provide a compensation package to our named executive officers, including base salary, cash incentive compensation and certain perquisites, and participation in benefit arrangements that are generally available to all salaried employees, such as health and retirement plans. We have also periodically awarded our named executive officers with long-term equity incentive grants in the form of restricted shares of common stock, performance stock units, or stock options.
Cash Incentive Compensation
Cash Incentive Compensation The Personnel and Compensation Committee established a Fiscal Year 2025 Officer Bonus Plan (the “2025 Bonus Plan”) for officers of the Company, including our named executive officers. The 2025 Bonus Plan was effective for fiscal 2025 and provided an opportunity for each participant to earn an annual cash bonus based on Company revenue growth and earnings before taxes (“EBT”) versus the fiscal year ended June 30, 2024. Under the 2025 Bonus Plan, the Personnel and Compensation Committee established minimum revenue growth of 6.4% and target revenue growth of 12.4% for fiscal 2025. The Personnel and Compensation Committee established minimum EBT growth of 10% and target EBT growth of 31% for fiscal 2025. Target payouts based on percentages of base salaries were set at 50.0% for our Chief Executive Officer and 40.0% for our Chief Financial Officer. The following summarizes the potential payment scenarios that were available under the 2025 Bonus Plan:
Cash Incentive Compensation
| » | Company revenue and EBT growth between minimum and target performance will result in a potential bonus payout starting at 40% and increasing up to a total of 100% of the participant’s respective target payout depending on the growth mix between revenue and EBT. |
Cash Incentive Compensation
| » | Company revenue or EBT growth below minimum performance will not result in any payouts under the Bonus Plan. Revenue growth will be weighted at 67% and EBT growth weighted at 33%. |
Cash Incentive Compensation
| » | Company revenue and EBT growth above target performance will result in a potential bonus payout equal to 100% or more of the participant’s respective target payout up to 250% of target payout. |
Cash Incentive Compensation
Bonus payout under the 2025 Bonus Plan for fiscal 2025 was 156% as the Board, upon recommendation of its Personnel and Compensation Committee, determined that the revenue growth and EBT targets were exceeded, amounting to payment to Mr. Cunniff of $405,600, and payment to Mr. Nagel of $202,800, under the 2025 Bonus Plan.
Equity Compensation
Equity Compensation Our Board and its Personnel and Compensation Committee believe that stock-based compensation promotes the creation of long-term shareholder value and aligns the interests of our management with the interests of our shareholders by ensuring that a portion of their total compensation is at risk and changes in value with the value of our securities. As employees of our company, each of our applicable named executive officers is eligible to receive equity compensation awards pursuant to our 2023 Equity Incentive Plan (“2023 Plan”). During fiscal 2025, we granted a combination of restricted stock awards and options to purchase shares of common stock to Mr. Cunniff and Mr. Nagel, and all awards were granted pursuant to the 2023 Plan. On September 3, 2024, Mr. Cunniff received 15,900 restricted shares of common stock and an option to purchase up to 29,100 shares of common stock. The foregoing options had an exercise price of $17.25 per share, which represents the “fair market value” of our common stock as of the date of grant and were scheduled to expire after 10 years. The options and shares of restricted stock were scheduled to vest in substantially equal increments on the first business day in September in each of 2025, 2026, and 2027. On September 3, 2024, Mr. Nagel received 5,500 restricted shares of common stock and an option to purchase up to 12,200 shares of common stock. The foregoing options had an exercise price of $17.25 per share, which represents the “fair market value” of our common stock as of the date of grant and were scheduled to expire after 10 years. The options and shares of restricted stock were scheduled to vest in substantially equal increments on the first business day in September in each of 2025, 2026, and 2027. The 2023 Plan generally provides for “double trigger” acceleration of awards in connection with a change in control (as defined in the applicable plan), whereupon the vesting of awards will accelerate if such awards are assumed or replaced with an equivalent award by the resulting entity and the participant incurs an involuntary termination other than for cause within 12 months following a change in control. With respect to awards that are not assumed or replaced by the successor entity, all awards will become fully vested and exercisable upon the change in control of the Company.
Employment Agreements
Employment Agreements We are party to employment agreements with both of our named executive officers. A summary of the key terms of the employment agreements follows:
James L. Cunniff
James L. Cunniff On July 1, 2023, the Company entered into an employment agreement with Mr. Cunniff to serve as the Company’s Chief Executive Officer and President, as well as a member of the Board. Mr. Cunniff’s employment agreement initially was effective for a period of two years that ended in July 2025, and is now subject to automatic one-year extensions on the anniversary of the effective date of the agreement unless terminated in advance in accordance with its terms. No such notice of termination has been provided by either party. Notwithstanding the foregoing, the applicable term will automatically expire on the one-year anniversary of a “change of control” (as defined in the employment agreement). Pursuant to his employment agreement, Mr. Cunniff was entitled to an initial annual base salary of $500,000 and is eligible for a merit-based increase on or about each successive July 1, subject to final approval by our Board. The employment agreement also provides that Mr. Cunniff is eligible to earn an annualized cash bonus as determined by our Board, based on a target amount of 50% of his annualized base salary. Future annual cash bonus opportunities will be determined by the Board in its discretion. Pursuant to a relocation letter agreement dated May 22, 2023, relocation assistance of up to $30,000 was also provided to Mr. Cunniff, which was required to be repaid if his employment was terminated by us for cause or by him without good reason within 12 months after his start date. Mr. Cunniff’s employment agreement provided for an initial equity inducement grant of (a) 175,000 performance-based restricted stock units and (b) options to purchase 175,000 shares of common stock, each on substantially similar terms as our then-current stock incentive plan. If Mr. Cunniff’s employment is terminated by us for any reason other than for “cause” or death or disability, or is terminated by him for “good reason” (each as defined in Mr. Cunniff’s employment agreement) (a “qualifying termination”), and in either case the qualifying termination of employment occurs before a change of control, then he will be eligible to (A) receive an amount equal to one times his annualized base salary as of the termination date, payable in substantially equal installments over a period of 12 months, (B) receive an amount equal to his target annual bonus based on the Company’s performance for the fiscal year in which the termination date occurs, prorated based on the portion of the applicable fiscal year that had elapsed prior to the termination date and payable within 75 days of the termination date, and (C) continue to participate in the Company’s group health plan at the same cost to Mr. Cunniff as if he remained employed for up to 12 months. If a qualifying termination occurs within 12 months after a change of control, then Mr. Cunniff will instead be eligible to (A) receive an amount equal to the sum of (i) one times his annualized base salary as of the termination date, plus (ii) 100% of his target annual bonus for the fiscal year in which the termination date occurs based on Mr. Cunniff’s individual performance, payable in a lump sum within 75 days of the termination date, and (B) continue to participate in the Company’s group health plan at the same cost to Mr. Cunniff as if he remained employed for up to 12 months. All of the severance benefits described above are contingent on Mr. Cunniff signing and not revoking a release of claims and remaining in strict compliance with the terms of his employment agreement and his non-competition, non-solicitation, and confidentiality agreement with the Company and any other written agreement between him and the Company. In addition to the specific terms summarized above, Mr. Cunniff is eligible to participate in the other compensation and benefits programs generally available to Company employees.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation earned during fiscal 2025 and fiscal 2024 by our named executive officers:
Summary Compensation Table
| Name and principal position | Fiscal Year | Salary ($)(a) | Stock Awards ($)(b) | Option Awards ($)(c) | Non-equity incentive plan compensation ($)(d) | All other compensation ($)(e) | Total ($) | | James L. Cunniff President and Chief Executive Officer | 2025 | 519,231 | 274,275 | 273,023 | 405,600 | 14,200 | 1,486,329 | | | 2024 | 500,000 | 1,151,500(f) | 1,012,645 | 290,000 | 48,462 | 3,002,607 | | Bradley M. Nagel Chief Financial Officer | 2025 | 323,281 | 94,875 | 114,463 | 202,800 | 21,255 | 756,674 | | | 2024 | 280,300 | 70,686 | 82,220 | 97,544 | 22,153 | 552,903 |
Summary Compensation Table
| a. | Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to contribute portions of their salaries to 401(k) plans. |
Summary Compensation Table
| b. | Amounts represent grant date fair value of awards granted during the fiscal year, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”). The assumptions used to determine the value of the awards are discussed in Note 8 to our consolidated financial statements, included in the Company’s annual report on Form 10-K for fiscal 2025, filed with the SEC on August 26, 2025. |
Summary Compensation Table
| c. | Amounts represent grant date fair value of awards granted during the fiscal year, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”). The assumptions used to determine the value of the awards are discussed in Note 8 to our consolidated financial statements, included in the Company’s annual report on Form 10-K for fiscal 2025, filed with the SEC on August 26, 2025. |
Summary Compensation Table
| d. | Represents payments made under the 2025 Bonus Plan. See the discussion under “Executive Compensation Components for Fiscal 2025 — Cash Incentive Compensation” above with respect to the 2025 Bonus Plan. |
Summary Compensation Table
| e. | For fiscal 2025, this column includes Company matches to 401(k) plans of $14,200 for Mr. Cunniff and $14,055 for Mr. Nagel with respect to fiscal 2025; and $18,462 for Mr. Cunniff and $13,453 for Mr. Nagel with respect to fiscal 2024. The differences in these amounts and the sum of the other compensation elements included in this table reflect the amount of relocation assistance paid to Mr. Cunniff and an auto allowance paid to Mr. Nagel. |
Summary Compensation Table
| f. | Performance-based restricted stock units eligible to vest and settle into shares of common stock on a 1-for-1 basis with respect to tranches of 87,500 shares upon achieving a total shareholder return in excess of 50% and 100% respectively, prior to June 30, 2027, in each case measured from the initial grant date of July 1, 2023. |
Outstanding Equity Awards at June 30, 2025
Outstanding Equity Awards at June 30, 2025 The following table sets forth certain information regarding equity awards granted to our named executive officers and outstanding as of June 30, 2025:
Outstanding Equity Awards at June 30, 2025
| | | Option Awards | | | | Stock Awards (RSA/PSU) | | | Name | Grant Date | Number of securities underlying unexercised options (#) Exercisable | Number of securities underlying unexercised options (#) Unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that had not vested (#) | Market value of shares or units of stock that had not vested(a) ($) | | James L. Cunniff | 07/01/2023 | 76,563 | 98,437(b,c) | 10.71 | 07/01/2033 | | | | | 09/03/2024 | | 29,100(d) | 17.25 | 09/03/2034 | | | | | 09/03/2024 | | | | | 15,900(d) | 349,641 | | Bradley M. Nagel | 07/01/2023 | | | | | 2,200(e) | 48,378 | | | 07/01/2023 | 5,267 | 2,633(e) | 10.71 | 07/01/2033 | | | | | 11/10/2023 | 4,334 | 2,166(e) | 10.25 | 11/10/2033 | | | | | 09/03/2024 | | 12,200(d) | 17.25 | 09/03/2034 | | | | | 09/03/2024 | | | | | 5,500(d) | 120,945 |
Outstanding Equity Awards at June 30, 2025
| a. | Equals the number of unvested restricted shares of common stock multiplied by $21.99, the fair market value of our common stock on June 30, 2025, the last trading day of fiscal 2025, as reported by the NYSE American. |
Outstanding Equity Awards at June 30, 2025
| b. | Scheduled to vest 25% on July 1, 2024 and 1/16th every quarter thereafter. |
Outstanding Equity Awards at June 30, 2025
| c. | Granted as an inducement award in reliance on the employment inducement award exemption under the NYSE American LLC Company Guide Section 711(a). |
Outstanding Equity Awards at June 30, 2025
| d. | Scheduled to vest in substantially equal parts in September 2025, 2026, and 2027. |
Outstanding Equity Awards at June 30, 2025
| e. | Scheduled to vest fully vest on June 30, 2026. |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information of our principal executive officers (“PEO”) and averaged compensation information for our other named executive officers (“Other NEOs”) along with total shareholder return (“TSR”) and net income for fiscal 2025, 2024 and 2023.
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for PEOs(a) ($) | | Compensation Actually Paid to PEOs(b) ($) | | Average Summary Compensation Table Total for Other NEOs(a) ($) | Average Compensation Actually Paid to Other NEOs(b) ($) | Value of Initial Fixed $100 Investment Based on TSR(c) ($) | Net Income ($ in thousands) | | | James L. Cunniff (PEO 1) | Kathleen S. Skarvan (PEO 2) | James L. Cunniff (PEO 1) | Kathleen S. Skarvan (PEO 2) | | | | | | 2025 | $1,486,329 | - | $4,853,665 | - | $756,674 | $903,214 | $228.11 | $7,537 | | 2024 | $3,002,607 | - | $4,396,790 | - | $552,903 | $607,362 | $155.91 | $5,150 | | 2023 | - | $1,076,956 | - | $857,968 | $394,344 | $291,508 | $111.10 | $3,166 |
Pay Versus Performance Table
| a. | James L. Cunniff (PEO 1) served as President and Chief Executive Office for fiscal 2025 and 2024 and Kathleen S. Skarvan (PEO 2) served as President and Chief Executive Officer of the Company for fiscal 2023. The Other NEOs consisted of Bradley M. Nagel for fiscal 2025 and 2024, and, Christopher G. Holland and Bradley M. Nagel for fiscal 2023. |
Pay Versus Performance Table
| b. | None of our named executive officers participate in a pension plan; therefore, no adjustment from the Summary Compensation Table (“SCT”) total related to pension value was made. A reconciliation of Total Compensation from the SCT to Compensation Actually Paid to our PEO and our Other NEOs (as an average) is shown below: |
Pay Versus Performance Table
| | 2025 | | | Adjustments | PEO 1 ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 1,486,329 | 756,674 | | (Subtraction): SCT amounts of Stock and Option awards | (547,298) | (209,338) | | Addition: Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 713,283 | 273,400 | | Addition (Subtraction): Amount equal to the difference in fair value from the end of the prior fiscal year to the end of the covered fiscal year of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 525,756 | 41,236 | | Addition: Fair value as of the vesting date, for awards that are granted and vest in the same year | - | - | | Addition (Subtraction): Amount equal to the difference in fair value from the end of the prior fiscal year to the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | 2,675,595 | 41,242 | | (Subtraction): Amount equal to the fair value at the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | - | - | | Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | - | - | | Compensation Actually Paid (as calculated) | 4,853,665 | 903,214 |
Pay Versus Performance Table
| c. | TSR as calculated based on a fixed investment of one hundred dollars measured from the market close on June 30, 2022 (the last trading day of fiscal 2022) through and including the end of the fiscal year for each year reported in the table. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The fiscal 2025 director compensation program provided non-employee directors with a combination of cash and shares of restricted stock for each such director, depending on committee service and leadership roles held during fiscal 2025. The Personnel and Compensation Committee conducts periodic reviews of the compensation of non-employee directors. During fiscal 2025, an analysis of both total director compensation and the mix of cash and equity compensation was provided by management of the Company based on available market data. In light of the data presented, the Personnel and Compensation Committee recommended that there be no changes to the compensation arrangements from the prior fiscal year. The following compensation arrangements were effective for fiscal 2025:
DIRECTOR COMPENSATION
| Director Compensation Element | Amount Payable | | Annual Cash Retainer(s)(a) | | | » Board Member | $35,000 | | » Board Chair | $30,000 | | » Lead Independent Director | $22,500 | | » Audit Committee Chair | $15,000 | | » Personnel and Compensation Committee Chair | $10,000 | | » Nominating and Governance Committee Chair | $7,000 | | » Finance and Strategy Committee Chair | $7,000 | | » Audit Committee Member | $5,000 | | » Personnel and Compensation Committee Member | $5,000 | | » Nominating and Governance Committee Member | $2,000 | | » Finance and Strategy Committee Member | $2,000 | | Annual Equity Award(b) | 3,000 Shares |
DIRECTOR COMPENSATION
| a. | All amounts paid in quarterly installments each representing 25% of the total annual retainer and may be pro-rated for any partial service as a director or in any committee or leadership role. |
DIRECTOR COMPENSATION
| b. | To be issued on or about the date of the applicable year’s annual meeting of shareholders or as soon as practicable thereafter in the form of shares of restricted stock scheduled to vest in full on the six-month anniversary of the date of grant. |
DIRECTOR COMPENSATION
The following table provides information regarding compensation paid to and earned by non- employee directors during fiscal 2025:
DIRECTOR COMPENSATION
| Non-Employee Director | Stock Awards ($)(a) | Fees Earned or Paid in Cash ($) | Total ($) | | Stan K. Erickson | $92,340 | $52,000 | $144,340 | | Gregory J. Fluet | $92,340 | $49,000 | $141,340 | | Joseph L. Galatowitsch | $92,340 | $42,000 | $134,340 | | Kathleen S. Skarvan | $92,340 | $66,500 | $158,840 | | Andrew J. Summers | $92,340 | $44,000 | $136,340 | | Kathleen A. Tune | $92,340 | $74,500 | $166,840 | | Andrea M. Walsh | $92,340 | $47,000 | $139,340 |
DIRECTOR COMPENSATION
| a. | Amounts represent grant-date fair value of 3,000 shares of restricted stock awarded on December 1, 2024 and computed in accordance with FASB ASC 718. See Note 8, Share-Based Payments, to our audited consolidated financial statements included in our annual report on Form 10-K for fiscal 2025 for a description of our accounting for these awards and the assumptions used in valuing the awards. All shares vested six months after the date of grant; therefore, no shares were outstanding as of the end of fiscal 2025. |