DEF 14A of SelectQuote, Inc., Oct 2, 2024

DEF 14A of SelectQuote, Inc.

Filed Oct 2, 2024 · FY20240001794783-24-000065

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of seven directors. The names of and certain information about each of our directors and director nominees are set forth below. Our certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, one class of directors is elected each year at our annual meeting of stockholders to serve a three-year term. Our Class II directors, whose term will expire at the Annual Meeting, are Earl H. “Trace” Devanny and Raymond F. Weldon. The Board has nominated Messrs. Devanny and Weldon for election as Class II directors at the Annual Meeting, and each of them has consented to (i) serve as a nominee, (ii) be named as a nominee in this Proxy Statement, and (iii) continue to serve as a director if elected. If elected, Messrs. Devanny and Weldon will serve as directors until the annual meeting of stockholders in 2027 and until their respective successors are elected and qualified, subject to earlier resignation or removal.

  2. Nominees for Class II Director

    Nominees for Class II Director The following paragraphs provide certain information as of the date of this Proxy Statement about each of our director nominees. The information presented includes information each nominee has given us about the nominee’s age, positions held with the Company, principal occupation and business experience for at least the past five years, and directorships of publicly-held companies during the past five years. Earl H. Devanny III, 72, was appointed to serve as a director of the Company in February 2020. Mr. Devanny served as the Chief Executive Officer of Tract Manager, a provider of healthcare strategic sourcing and compliance application suites, from 2016 until its sale in 2021. Mr. Devanny previously served as the President of the healthcare business of Nuance Communications, a provider of voice and language solutions for businesses and consumers, from 2014 to 2016. Prior to that, Mr. Devanny served as the Chairman and Chief Executive Officer of Trizetto Corporation, a healthcare information technology provider, from 2010 to 2013. Prior to that, Mr. Devanny served as the President of Cerner Corporation, a supplier of health information technology solutions, services, devices, and hardware, from 1999 to 2010. Mr. Devanny has served as a director of Commerce Bancshares, Inc. (NASDAQ: CBSH), the publicly-traded bank holding company for Commerce Bank, since 2010 and currently serves as a director of Accesshealthcare and McNeil Trusts, both private companies. Mr. Devanny received his undergraduate degree from the University of the South (Sewanee). We believe Mr. Devanny’s extensive experience in the healthcare technology industry qualifies him to serve on our Board. Raymond F. Weldon, 65, has served as a director of the Company since 2014 and as the Chairman of our Audit Committee since 2016. He is a co-founder of Brookside Equity Partners LLC and has served as one of its Managing Directors since its formation in 2012. Mr. Weldon has been employed by Hillside Capital Incorporated, a private investment company and affiliate of Brookside Equity Partners LLC, since 1999 and currently serves as one of its Managing Directors. Mr. Weldon is a Certified Public Accountant (inactive) and is a director of several private companies. Mr. Weldon received his undergraduate degree from the Honors Program of LaSalle University and his Masters in Taxation from Villanova University. We believe Mr. Weldon’s extensive business experience, including as an investor in and advisor to several companies, qualifies him to serve on our Board. Mr. Weldon was appointed to the Board in 2014 in connection with the Company’s entry into the Series D Preferred Stock Investors’ Rights and Stockholders Agreement (as amended, the “Series D Agreement”) and, pursuant to the terms of the Series D Agreement, was appointed as a Class II director immediately prior to the consummation of our initial public offering (our “IPO”) in May 2020. In addition to the specific experience and qualifications identified in the biographies above, we believe that each of Mr. Devanny and Mr. Weldon has a reputation for integrity, honesty, and adherence to high ethical standards. Each Class II director nominee has demonstrated ample business acumen, sound judgment, and a commitment to serving the Company and its stockholders. The Board recommends you vote “FOR” the election of each of the Class II director nominees.

  3. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE Our business and affairs are managed under the direction of our Board, which is elected by our stockholders. Our Board consists of the following seven directors:

  4. CORPORATE GOVERNANCE

    | Name | Age | Independent | Tenure (Years) | Gender Diverse | Racially or Ethnically Diverse | | Donald L. Hawks III (Chair) | 49 | ✓ | 10 | | | | William Grant II (Vice Chair) | 74 | | 15 | | | | Timothy R. Danker | 51 | | 7.5 | | | | Earl H. Devanny III | 72 | ✓ | 4.5 | | | | Denise L. Devine | 69 | ✓ | 4.5 | ✓ | | | Dr. Kavita K. Patel | 50 | ✓ | 4 | ✓ | ✓ | | Raymond F. Weldon | 65 | ✓ | 10 | | |

  5. CORPORATE GOVERNANCE

    All of our directors, other than Messrs. Danker and Grant, qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE”). Our directors have an average age of 61 years, and our average Board tenure is just under eight years. For information regarding our process for selecting directors, including the criteria we use to evaluate potential director nominees, please see “Board Meetings and Committees, –Nominating and Corporate Governance Committee.”

  6. Directors

    Directors As discussed above, our Board is divided into three separate classes, as follows:

  7. Class I Directors

    Class I Directors Timothy R. Danker, 51, has served as Chief Executive Officer of the Company and as a director since 2017. Mr. Danker served as the President of the Company’s Life Division from 2016 to 2019, as the Executive Vice President of the Company’s Life Division from 2015 to 2016, and as the President of the Company’s Auto & Home Division from 2012 to 2015. Prior to joining the Company, Mr. Danker co-founded and served as the Chief Executive Officer of Spring Venture Group, a senior healthcare insurance distribution platform, from 2007 to 2012. Mr. Danker received his undergraduate degree in business administration from the University of Missouri and his Master of Business Administration from the University of Kansas. We believe Mr. Danker’s experience in the insurance distribution industry and tenure as an executive of the Company qualify him to serve on our Board. Dr. Kavita K. Patel, 50, was appointed to serve as a director of the Company in September 2020. Dr. Patel is a Professor of Medicine at Stanford University and a practicing primary care physician at Mary’s Center in Washington, D.C. Dr. Patel has also served as a Venture Partner at New Enterprise Associates since 2017. From 2011–2021, she was a managing director of health care delivery and transformation at the Brookings Institution. Previously, Dr. Patel served as Director of Policy for the Office of Intergovernmental Affairs and Public Engagement in the White House from 2009 to 2010, as Deputy Staff Director on Health on the late Senator Edward Kennedy’s staff from 2007 to 2009, and as a member of senior staff of the Senate Health, Education, Labor and Pensions Committee. Dr. Patel has served as a director and member of the Compensation Committee of Arcellx, Inc. (NASDAQ: ACLX) since December 2021. She previously served as a director and member of the Compensation Committee of Sigilon Therapeutics, Inc. (NASDAQ: SGTX) from April 2020 until its sale to Eli Lilly and Company in August 2023; as a director and member of the Governance and Nominating Committee of Tesaro, Inc. (NASDAQ: TSRO) from 2016 until its acquisition by GlaxoSmithKline in 2019; and as a director, member of the Compensation Committee, and Chair of the Nominating and Corporate Governance Committee of Intelligent Medicine Acquisition Corp (NASDAQ: IQMD) from November 2021 to April 2023. Dr. Patel received her undergraduate degree from the University of Texas at Austin, her Master of Public Health from the University of California at Los Angeles, and her medical degree from the University of Texas Health Science Center. We believe Dr. Patel’s extensive healthcare industry expertise qualifies her to serve on our Board.

  8. Class II Directors

    Class II Directors Please see “–Nominees for Class II Director” above under the heading “Proposal One: Election of Directors” for the biographies of our Class II directors, Earl H. “Trace” Devanny and Raymond F. Weldon.

  9. Class III Directors

    Class III Directors Denise L. Devine, 69, has served as a director of the Company since February 2020 and was appointed to serve as Chair of the Compensation Committee in September 2020. Ms. Devine is the founder of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space, of which she has served as Chief Executive Officer since 2014. Ms. Devine is also the Co-Founder and Chief Financial Officer of RTM Vital Signs, LLC, a development stage medical device company. Ms. Devine also founded and served as the Chief Executive Officer from 1994 to 2014 of Nutripharm, Inc., a company that has generated a portfolio of composition and process patents to create innovative natural food, beverage, pharmaceutical, and nutraceutical products. Ms. Devine previously served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of CPAs. From 2005 to 2015, Ms. Devine was a member of the Board of Trustees of Villanova University and served as the Chair of the Audit and Risk Committee. Ms. Devine has served on the Board of Ben Franklin Technology Partners of Southeastern Pennsylvania since 2016. Since 2012, Ms. Devine has also served as a director of Fulton Financial Corporation (NASDAQ: FULT), of which she is also the Chair of the Audit Committee, the Vice-Chair of the Executive Committee, and a member of the Risk Committee. She previously served as a director, member of the Audit Committee, and Chair of the Compensation and Talent Committee of AgroFresh Solutions, Inc. (NASDAQ: AGFS) from 2018 until its sale in 2023, and as a director of Cubic Corporation (NYSE: CUB) from 2019 until its sale in 2021. Ms. Devine is a Certified Public Accountant and received her Masters in Business Administration from The Wharton School at the University of Pennsylvania, her Masters in Taxation from Villanova Law School, and her undergraduate degree in Accounting from Villanova University. We believe Ms. Devine’s management, business, and finance experience qualifies her to serve on our Board. William Grant II, 74, has served as a director of the Company since 2009 and as the Vice Chairman of the Board since 2017. Mr. Grant previously served as the Company’s President from 2015 to 2017, as the Senior Vice President of Health and Risk Management at Quest Diagnostics Incorporated from 2005 to 2007, and as the Chairman, President, and Chief Executive Officer of LabOne, Inc. from 1995 to 2005. Prior to that, Mr. Grant served as the Chairman of the Board and Chief Executive Officer from 1993 to 1995, and as the President and Chief Executive Officer from 1990 to 1993, of Seafield Capital Corporation. Mr. Grant also served as the President and Chief Executive Officer of Business Men’s Assurance Company of America from 1986 to 1990. Mr. Grant served on the board of directors of Commerce Bancshares, Inc. (NASDAQ: CBSH), the publicly-traded bank holding company for Commerce Bank, from 1983 to April 2022. Mr. Grant received his undergraduate degree from the University of Kansas and his Masters in Business Administration from The Wharton School at the University of Pennsylvania. Mr. Grant is the father of William Grant III, the Chief Operating Officer of the Company, and Robert Grant, the Company’s President. We believe Mr. Grant’s extensive experience in the healthcare industry and deep knowledge of our business qualifies him to serve on our Board. Donald L. Hawks III, 49, has served as a director of the Company since 2014 and was appointed to serve as the Chairman of the Board in February 2020. He has served as the President and as a Managing Director of Brookside Equity Partners LLC since its formation in 2012. He is a director of multiple private companies, including Cash Management Solutions Limited. He serves on the Investment Committee of the Rockefeller Family Fund and is a Board Member of the Fresh Air Fund. Mr. Hawks received his undergraduate degree from Georgetown University and his Masters in Business Administration from The Wharton School at the University of Pennsylvania. Mr. Hawks was appointed to the Board in 2014 in connection with the Company’s entry into the Series D Agreement and, pursuant to the terms of the Series D Agreement, was appointed as a Class III director immediately prior to the consummation of our IPO in May 2020. We believe Mr. Hawks’ extensive business experience, including as an investor in and advisor to several companies, qualifies him to serve on our Board.

  10. Non-Employee Director Compensation

    Non-Employee Director Compensation Our non-employee director compensation program aims to provide fair and competitive compensation to our non-employee directors for their service to the Company. In addition to the cash retainers and equity compensation described below, the Company also reimburses our directors for all reasonable out-of-pocket expenses incurred in attending any meeting of the Board or any committee thereof; however, we do not pay separate fees to our directors for attending individual meetings, which is an expected part of Board service.

  11. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors for the fiscal year ended June 30, 2024. All equity awards were granted pursuant to our 2020 Omnibus Incentive Plan (the “2020 Plan”). Directors who are also employees of the Company receive no additional compensation for their service as directors. As both our Chief Executive Officer and a member of our Board, Mr. Danker received no additional compensation for his services as a director. Please see “Executive Compensation” for details about Mr. Danker’s compensation for the fiscal year ended June 30, 2024.

  12. Non-Employee Director Compensation Table

    | Name | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Donald L. Hawks III | | $95,000(3) | $129,999 | $224,999 | | William Grant II | | $50,000 | $129,999 | $179,999 | | Earl H. Devanny III | | $100,000(4) | $129,999 | $229,999 | | Denise L. Devine | | $128,750(5) | $129,999 | $258,749 | | Dr. Kavita K. Patel | | $90,000(6) | $129,999 | $224,999 | | Raymond F. Weldon | | $77,500(7) | $129,999 | $207,499 | | (1) | All amounts in this column include a $50,000 cash retainer for the director’s service as a non-employee director during the 2024 fiscal year. Additional amounts included in this column are identified in subsequent footnotes accompanying this table. | | | | | (2) | Amounts shown do not reflect compensation actually received. Amounts reflect the grant date fair value of the 94,890 restricted stock units granted to each of our non-employee directors on November 14, 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Our accounting policies regarding share-based compensation plans and the assumptions used to compute the fair value of our equity awards are set forth in Notes 1 and 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2024. As of June 30, 2024, each of our non-employee directors had a total of 94,890 unvested restricted stock units outstanding. As of June 30, 2024, Dr. Patel had a total of 23,596 options outstanding, and each of Mr. Devanny and Ms. Devine had a total of 25,000 options outstanding. Mr. Grant, Mr. Hawks, and Mr. Weldon each had no outstanding options as of the end of the 2024 fiscal year. | | | |

  13. Non-Employee Director Compensation Table

    | (3) Amount also includes a $22,500 cash retainer for Mr. Hawks’ service as Chairman of the Board, a $5,000 cash retainer for his service as a member of the Compensation Committee, a $5,000 cash retainer for his service as a member of the Nominating and Corporate Governance Committee, a $5,000 cash retainer for his service on the Healthcare Oversight Committee, and a $7,500 cash retainer for his service as Chair of the Nominating and Corporate Governance Committee. | | (4) Amount also includes a $10,000 cash retainer for Mr. Devanny’s service as a member of the Audit Committee, a $5,000 cash retainer for his service as a member of the Compensation Committee, a $5,000 cash retainer for his service as a member of the Healthcare Oversight Committee, and a $15,000 cash retainer for his service as Co-Chair of the Healthcare Oversight Committee., as well as a $15,000 cash retainer for his service as a member of a special litigation committee of the Board formed in connection with certain potential litigation matters involving the Company (the “Special Litigation Committee”). | | (5) Amount also includes a $10,000 cash retainer for Ms. Devine’s service a a member of the Audit Committee, a $5,000 cash retainer for her service as a member of the Compensation Committee, a $12,500 cash retainer for her service as Chair of the Compensation Committee, a $5,000 cash retainer for her service as a member of the Nominating and Corporate Governance Committee, a $5,000 cash retainer for her service as a member of the Healthcare Oversight Committee, a $15,000 cash retainer for her service as a member of the Special Litigation Committee, and a $26,250 cash retainer for her service as the Chair of the Special Litigation Committee. | | (6) Amount also includes a $5,000 cash retainer for Dr. Patel’s service as a member of the Nominating and Corporate Governance Committee, a $5,000 cash retainer for her service as a member of the Healthcare Oversight Committee, a $15,000 cash retainer for her service as Co-Chair of the Healthcare Oversight Committee, and a $15,000 cash retainer for her service as a member of the Special Litigation Committee. | | (7) Amount also includes a $10,000 cash retainer for Mr. Weldon’s service as a member of the Audit Committee and a $17,500 cash retainer for his service as Chair of the Audit Committee. |

  14. Compensation Philosophy

    Compensation Philosophy We believe that the central purpose of our executive compensation program should be to aid the Company in creating sustained, long-term value for our stockholders by attracting and retaining qualified, high-performing executives to lead the pursuit of our corporate and business objectives. In support of this purpose, we strive to provide compensation packages that are market competitive, reward achievement of our business objectives, and align executive and stockholder interests through equity ownership in the Company. Specifically, our executive compensation program is designed to: •Attract, motivate, and retain critical, high-performing executives; •Deliver compensation to all executives that is informed by market competitive pay; •Align executives’ incentives with both the short-term and long-term interest of our stockholders; •Ensure a substantial portion of each executive’s total compensation is “at-risk” and dependent on the Company’s performance; •Ensure actual payouts are reflective of our financial performance and align with strategic business goals that enhance stockholder value; and •Consider aggregate pay levels in total for our named executive officers, with an emphasis on internal equity and consistency. In support of these goals, our executive compensation program incorporates corporate governance best practices, including the following principles: •A significant portion of the total compensation of our executive officers is provided in the form of performance-based incentives, tied to defined performance goals, with both short-term and long-term components, that are established and reviewed annually. •Aggregate total compensation paid to our executives is competitive with market pay levels for similar positions. •Our executive employment agreements do not provide for automatic salary increases or guaranteed incentive payments. The Compensation Committee reviews the terms of the employment agreements periodically to determine whether the terms of the agreements continue to further our goals. •The Compensation Committee has full discretion to retain an outside compensation consultant to perform services that assist the committee in making its compensation decisions, and the committee assesses the independence of potential consultants before making retention decisions. •The cash severance arrangements and accelerated vesting of equity provided to our executives are “double-trigger,” requiring a termination event following a change in control before any cash severance payments or accelerated vesting are triggered. •We do not provide excise tax “gross-up” payments in the event of a change in control. •The Compensation Committee considers, in making its compensation decisions, whether our compensation arrangements, or components of them, create risks that are reasonably likely to have a material adverse effect on the Company. •Executive officers are subject to robust stock ownership requirements of 5x base salary for our Chief Executive Officer and 3x base salary for each other named executive officer. •All employees and directors are prohibited from purchasing shares of our common stock on margin; short selling our common stock; pledging, whether directly or indirectly, shares of our common stock as collateral for a loan; and engaging in transactions designed to hedge our common stock, subject to certain exceptions. See “Corporate Governance—Anti-Hedging, Anti-Short Selling, and Anti-Pledging Policy” above. While we believe the goals and principles underlying our compensation philosophy are critical to any successful executive compensation program and will continue to inform our process and decision-making regarding the compensation of our executives, we will continue to evaluate our compensation philosophy on an ongoing basis to ensure our compensation programs evolve according to market conditions and the goals of the Company.

  15. Our Compensation Setting Process

    Our Compensation Setting Process Our compensation setting process is a collaborative effort among our Compensation Committee, management, and our outside compensation consultant. The Compensation Committee meets periodically throughout the year with our compensation consultant and certain members of Company management to review compensation related feedback from stockholders and proxy advisors, discuss regulatory updates and trends, identify compensation objectives based on key organizational priorities, and consider any other matters that may affect the Company’s executive compensation program for the upcoming year. Discussions regarding the design of the upcoming year’s compensation program take place throughout the second half of the fiscal year, with the final structure and components, including specific compensation amounts for executive officers, being approved at the end of the fiscal year or beginning of the subsequent fiscal year. The role of each of the participants in this process is outlined below. Role of the Compensation Committee. Our Compensation Committee is responsible for the design, implementation, and approval of our executive compensation program. Specifically, the Compensation Committee is responsible for: •Overseeing all aspects of our executive compensation programs, including annual base salary; annual incentive bonus (including the specific goals and amounts); equity compensation; employment agreements, severance arrangements, and change in control agreements/provisions; signing bonuses and payment of relocation costs; and any other forms of compensation and benefits for the chief executive officer and other executive officers of the Company; •Reviewing and approving corporate goals and objectives relevant to the compensation of the chief executive officer and the other executive officers of the Company; •Acting as administrator of the Company’s equity compensation plans pursuant to which the equity and annual cash incentive awards that form the majority of our executive compensation program are made; •Approving the grant of restricted stock units, options to purchase the Company’s common stock, and other equity grants pursuant to the Company’s equity compensation plans, and amending such restricted stock units, options, and other equity grants as needed; •Making recommendations to the Board regarding amendments to the equity compensation plans, and changes in the number of shares reserved for issuance thereunder; •Evaluating, on a periodic basis, the competitiveness of the compensation of the chief executive officer and other executive officers of the Company; •Reviewing market trends and changes in competitive compensation practices and, based on this assessment, adjusting our executive compensation program and recommending changes to the remuneration of members of our Board; •Retaining any outside executive compensation advisors, including compensation consultants, legal counsel, accounting and other advisors, to assist in the creation of our compensation plans and arrangements and related policies and practices; and •Evaluating the independence of any such compensation consultant in accordance with Item 407(e)(3)(iv) of Regulation S-K. Role of the Compensation Consultant. The Compensation Committee is assisted in fulfilling certain of the above responsibilities by its independent compensation consultant. The Compensation Committee continued to engage Semler Brossy during the 2024 fiscal year to assess the competitiveness of our executive compensation programs and practices in order to assist the Compensation Committee in making compensation decisions for our named executive officers for the 2024 fiscal year. During the 2024 fiscal year, Semler Brossy provided the following services as requested by the Compensation Committee: •Assisted in the development of the compensation peer group used to understand market competitive compensation practices; •Reviewed and assessed our compensation practices and the cash and equity compensation levels of our non-employee directors and executive officers, including our named executive officers; •Reviewed and assessed our current compensation programs to determine any changes that may need to be implemented to remain competitive with the market and conducted an equity burn rate and overhang analysis; •Reviewed and assessed our current severance and change in control benefits against peer practices; •Advised on trends and regulatory developments relating to executive compensation and collaborated on the risk assessment relating to incentive compensation; •Assisted in the development and implementation of our clawback policy pursuant to NYSE rules; and •Provided input on the design of our incentive plans. Role of Management. The Compensation Committee and its outside advisors also work closely with Mr. Danker, our Chief Executive Officer, to determine the compensation of our named executive officers, each of whom reports directly to the Chief Executive Officer. Our Chief Executive Officer does not participate in our Compensation Committee’s deliberations or decisions about his own compensation. Our Chief Executive Officer reviews the performance of the other named executive officers for the prior year and shares those evaluations with, and makes recommendations to, the Compensation Committee. These recommendations concern each pay element for each of our named executive officers, other than himself, based on the Company’s performance, market pay levels for comparable roles, the individual’s contribution to Company performance, and the individual’s performance against various goals and responsibilities. The Compensation Committee considers our Chief Executive Officer’s recommendations and consults our independent advisors when making decisions on the compensation of the other named executive officers. In all cases, the final decisions on compensation of our named executive officers are determined on an aggregate basis and made by the Compensation Committee, subject to ratification by the Board. None of our named executive officers participates in the determination of the amounts or elements of his own compensation. The Compensation Committee, in consultation with our independent advisors, determines and approves changes in the Chief Executive Officer’s compensation based on its review of his individual performance and our performance as a whole. The Compensation Committee ultimately determined the compensation of the named executive officers on an aggregate basis based on consideration of internal equity across the named executive officers given their parity in criticality and subsequently set the compensation of our named executive officers to reflect the aggregate approach.

  16. Summary Compensation Table

    Summary Compensation Table The information below sets forth the “total compensation” earned by our named executive officers for the years ended June 30, 2024 and 2023, respectively.

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Timothy R. Danker | 2024 | $540,750 | $495 | $1,566,000 | $— | $898,051 | $11,840 | $3,017,136 | | Chief Executive Officer | 2023 | $525,000 | $256 | $1,573,042 | $— | $542,490 | $8,839 | $2,649,627 | | Robert Grant | 2024 | $463,500 | $495 | $1,374,251 | $— | $577,318 | $11,078 | $2,426,642 | | President | 2023 | $450,000 | $358 | $1,507,496 | $— | $464,991 | $8,975 | $2,431,820 | | William Grant III | 2024 | $427,450 | $503 | $1,195,001 | $— | $532,416 | $10,987 | $2,166,357 |

  18. Summary Compensation Table

    | Chief Operating Officer | 2023 | $415,000 | $259 | $1,310,867 | $— | $428,825 | $7,732 | $2,162,683 | | (1) | Represents annual holiday bonus paid to all employees based solely on the length of their employment with the Company. | | | | | | | | | (2) | Represents the grant-date fair value, computed in accordance with FASB ASC Topic 718, of awards of time-based restricted stock units (RSUs) and price-vested restricted stock units (PVUs) made pursuant to the 2020 Plan. Our accounting policies regarding share-based compensation plans, and the assumptions used to compute the fair value of our equity awards, are set forth in Notes 1 and 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2024. The grant-date fair value of the PVU awards was calculated based on the probable achievement of the price hurdles in a Monte Carlo valuation. The grant-date fair value of the 2024 PVU awards assuming the highest level of performance conditions are achieved are $757,960 for Mr. Danker, $725,747 for Mr. Robert Grant, and $631,083 for Mr. William Grant III. The grant-date fair value of the 2023 PVU awards assuming the highest level of performance conditions are achieved are $763,103 for Mr. Danker, $705,431 for Mr. Robert Grant, and $613,419 for Mr. William Grant III. | | | | | | | | | (3) | Represents cash incentive compensation amounts earned by each of our named executive officers pursuant to our annual incentive plan. For information on how amounts were determined, see “Narrative Disclosure to Summary Compensation Table—Annual cash incentive.” | | | | | | | | | (4) | Amounts shown in this column include group term life insurance imputed interest, 401(k) Company match and profit sharing contributions, Company contributions to HSA plan, spousal airfare for Company trips, and, for 2023, a remote-work stipend paid to all employees in connection with the COVID-19 pandemic. | | | | | | | |

  19. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding outstanding equity compensation awards held by our named executive officers as of June 30, 2024. Market values have been determined based on the closing price of our common stock on June 30, 2024, which was $2.76 per share.

  20. Outstanding Equity Awards at Fiscal Year End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | | Grant Date | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable(4) | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have not vested(5) | Market value of shares or units of stock that have not vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested | | Timothy R. Danker | | 8/1/2020 | 59,154(1) | 29,577 | $17.89 | 8/1/2030 | 7,394 | $20,407 | | | | | | 8/1/2021 | 90,191(1) | 90,192 | $17.80 | 8/1/2031 | 22,548 | $62,232 | 22,548(6) | $62,232 | | | | 8/1/2022 | | | | | 220,386 | $608,265 | 200,000(7) | $552,000 | | | | 9/13/2023 | | | | | 800,000 | $2,208,000 | 100,000(7) | $276,000 | | Robert Grant | | 8/22/2018 | 4,448(3) | | $1.88 | 8/22/2028 | | | | | | | | 5/20/2020 | 200,000(2) | | $20.00 | 5/20/2030 | | | | | | | | 8/1/2020 | 88,731(1) | 29,577 | $17.89 | 8/1/2030 | 7,394 | $20,407 | | | | | | 8/1/2021 | 86,434(1) | 86,434 | $17.80 | 8/1/2031 | 21,609 | $59,641 | 21,609(6) | $59,639 | | | | 8/1/2022 | | | | | 211,203 | $582,920 | 191,667(7) | $529,000 | | | | 9/13/2023 | | | | | 766,667 | $2,116,001 | 95,833(7) | $264,500 | | William Grant III | | 8/1/2020 | 88,731(1) | 29,577 | $17.89 | 8/1/2030 | 7,394 | $20,407 | | | | | | 8/1/2021 | 75,160(1) | 75,160 | $17.80 | 8/1/2031 | 18,790 | $51,860 | 18,790(6) | $51,860 | | | | 8/1/2022 | | | | | 183,655 | $506,888 | 166,667(7) | $456,000 | | | | 9/13/2023 | | | | | 666,667 | $1,840,001 | 83,333(7) | $230,000 | | (1) | Represents non-qualified stock options awarded to the executive pursuant to the 2020 Plan that had vested but had not been exercised as of June 30, 2024. | | | | | | | | | | | (2) | Represents non-qualified stock options awarded to the executive pursuant to the 2020 Plan in connection with our IPO that had vested but had not been exercised as of June 30, 2024. | | | | | | | | | | | (3) | Represents incentive stock options awarded to the executive pursuant to the 2003 Plan that had vested but had not been exercised as of June 30, 2024. | | | | | | | | | | | (4) | Represents non-qualified stock options awarded to the executive pursuant to the 2020 Plan that had not vested as June 30, 2024. The options vest ratably in four annual installments commencing on the one-year anniversary of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date. | | | | | | | | | | | (5) | Represents time-based restricted stock units awarded to the executive pursuant to the 2020 Plan that had not vested as of June 30, 2024. Awards granted on August 1, 2020 and August 1, 2021 vest ratably in four annual installments commencing on the one-year anniversary of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date. Awards granted on August 1, 2022 vest ratably in three annual installments commencing on the one-year anniversary of the grant date, subject to the executive’s continued employment with the Company through the applicable vesting date. Awards granted on September 13, 2023 vest ratably in three annual installments commencing on August 1, 2024, subject to the executive’s continued employment with the Company through the applicable vesting date. | | | | | | | | | | | (6) | Represents performance-based restricted stock units (PSUs) awarded to the executive pursuant to the 2020 Plan that had not vested as of June 30, 2024. The number of PSUs shown assumes the achievement of underlying performance conditions at threshold levels. The PSUs will be eligible for vesting on the three-year anniversary of the grant date, subject to the executive’s continued employment with the Company as of the vesting date. | | | | | | | | | | | (7) | Represents price-vested restricted stock units (PVUs) awarded to the executive pursuant to the 2020 Plan that had not vested as of June 30, 2024. The number of PVUs shown assumes the achievement of the underlying performance condition at threshold level, or that the lowest applicable price hurdle is met. The PVUs are eligible for vesting in three annual installments commencing on the one-year anniversary of the grant date, subject to the executive’s continued employment with the Company as of the applicable vesting date. The price hurdles for the PVUs granted on August 1, 2022 are $4.00, $7.50, $10.00, and $12.50, and the price hurdles for the PVUs granted on September 13, 2023 are $2.50, $5.00, $7.50, and $10.00. For additional information related to the PVUs awarded to our named executive officers, see “–Narrative Disclosure to Summary Compensation Table, –Elements of Executive Compensation for the 2024 Fiscal Year, –Equity Awards.” | | | | | | | | | |

  21. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table reports the compensation of our Principal Executive Officer (“PEO”) and the average compensation of our named executive officers (“NEOs”) other than the PEO as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by such rules.

  22. Pay Versus Performance Table

    Pay Versus Performance Table

  23. Pay Versus Performance Table

    | Year | | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) in Thousands(5) | | 2024 | | $3,017,136 | $5,295,604 | $2,296,500 | $4,456,859 | $14.33 | $(34,125) | | 2023 | | $2,649,627 | $2,945,721 | $2,297,252 | $2,576,510 | $10.12 | $(58,544) | | 2022 | | $3,154,343 | $(683,279) | $1,848,730 | $(772,699) | $12.88 | $(297,504) | | (1) | Our principal executive officer for both fiscal years reflected in this table was our Chief Executive Officer, Timothy R. Danker. | | | | | | | | (2) | Represents the amount of “compensation actually paid” to Mr. Danker, calculated in accordance with Item 402(v) of Regulation S-K, for the fiscal year indicated. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine compensation actually paid: | | | | | | | | | | | | | 2024 | 2023 | 2022 | | | | Reported Summary Compensation Table Total for PEO: | | | $3,017,136 | $2,649,627 | $3,154,343 | | | | Deduct Reported Value of Equity Awards: | | | $(1,566,000) | $(1,573,042) | $(2,607,263) | | | | Equity Award Adjustments: | | | $3,844,468 | $1,869,136 | $(1,230,359) | | | | Compensation Actually Paid to PEO: | | | $5,295,604 | $2,945,721 | $(683,279) | | | The “Equity Award Adjustments” shown in the above table were calculated as follows: | | | | | | | | | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | | 2024 | $3,140,500 | $713,431 | $— | $(9,463) | $— | $3,844,468 | | | 2023 | $1,808,829 | $63,088 | $— | $(2,781) | $— | $1,869,136 | | | 2022 | $238,883 | $(1,426,491) | $— | $(42,750) | $— | $(1,230,359) | | | Assumptions: Represents the aggregate fair value as of the indicated fiscal year-end of outstanding and unvested equity awards granted during such fiscal year. PVU fair values are calculated using the stock price and a Monte Carlo simulation as of the measurement date. RSU fair values as of the measurement date are calculated using the stock price on the measurement date. | | | | | | | | (3) | Our non-PEO named executive officers for the 2022 fiscal year were our former Chief Financial Officer, Raff Sadun, who resigned from the Company effective June 1, 2022; our then-Interim Chief Financial Officer, Ryan M. Clement; our President, Robert Grant; our Chief Operating Officer, William T. Grant III; and our General Counsel and Secretary, Daniel A. Boulware. Our non-PEO named executive officers for the 2023 and 2024 fiscal years were Mr. Robert Grant and Mr. William Grant III. | | | | | | | | (4) | Represents the average amount of “compensation actually paid” to our non-PEO named executive officers, calculated in accordance with Item 402(v) of Regulation S-K, for the fiscal year indicated. Amount shown for the 2022 fiscal year is calculated based on the annual compensation of each of Messrs. Sadun, Clement, Robert Grant, William Grant III, and Boulware. Amounts shown for the 2023 and 2024 fiscal years are calculated based on the annual compensation of each of Messrs. Robert Grant and William Grant III. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine compensation actually paid: | | | | | | | | | | | | | 2024 | 2023 | 2022 | | | | Average Reported Summary Compensation Table Total for non-PEO NEOs: | | | $2,296,500 | $2,297,252 | $1,848,730 | | | | Deduct Average Reported Value of Equity Awards: | | | $(1,284,626) | $(1,409,181) | $(1,424,312) | | | | Average Equity Award Adjustments: | | | $3,444,985 | $1,688,439 | $(1,197,117) | | | | Average Compensation Actually Paid to non-PEO NEOs: | | | $4,456,859 | $2,576,510 | $(772,699) | | | The “Equity Award Adjustments” shown in the above table were calculated as follows: | | | | | | |

  24. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2024 | $2,813,365 | $640,515 | $— | $(8,895) | $— | $3,444,985 | | 2023 | $1,620,407 | $58,409 | $— | $9,623 | $— | $1,688,439 | | 2022 | $147,657 | $(888,012) | $— | $(273,274) | $(183,487) | $(1,197,117) | | Assumptions: Represents the aggregate fair value as of the indicated fiscal year-end of outstanding and unvested equity awards granted during such fiscal year. PVU fair values are calculated using the stock price and a Monte Carlo simulation as of the measurement date. RSU fair values as of the measurement date are calculated using the stock price on the measurement date. | | | | | | | | (5) Represents net income (loss) as reported in our audited financial statements for the year indicated. | | | | | | |

  25. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO and average Compensation Actually Paid to our Non-PEO NEOs, and our cumulative total shareholder return over the three most recently completed fiscal years.

  26. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO and average Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.