DEF 14A of SelectQuote, Inc., Oct 2, 2025

DEF 14A of SelectQuote, Inc.

Filed Oct 2, 2025 · FY20250001794783-25-000086

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of eight 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 III directors, whose term will expire at the Annual Meeting, are Denise L. Devine and Donald L. Hawks III. The Board has nominated Ms. Devine and Mr. Hawks for election as Class III 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, Ms. Devine and Mr. Hawks will serve as directors until the annual meeting of stockholders in 2028 and until their respective successors are elected and qualified, subject to earlier resignation or removal.

  2. Nominees for Class III Director

    Nominees for Class III 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. Denise L. Devine, 70, 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. Since 2025, Ms. Devine has also served as a director of Innovative Solutions & Services, Inc. (NASDAQ: ISSC), where she also serves on the Audit and Compensation Committees. 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. Donald L. Hawks III, 50, 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 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 III director immediately prior to the consummation of our initial public offering (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. In addition to the specific experience and qualifications identified in the biographies above, we believe that each of Ms. Devine and Mr. Hawks has a reputation for integrity, honesty, and adherence to high ethical standards. Each Class III 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 III 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 eight directors:

  4. CORPORATE GOVERNANCE

    | Name | Age | Independent | Tenure (Years) | | Donald L. Hawks III (Chair) | 50 | ✓ | 11 | | Timothy R. Danker | 52 | | 8.5 | | Earl H. Devanny III | 73 | ✓ | 5.5 | | Denise L. Devine | 70 | ✓ | 5.5 | | Dr. Kavita K. Patel | 51 | ✓ | 5 | | Srdjan Vukovic | 43 | ✓ | 0.5 | | Raymond F. Weldon | 66 | ✓ | 11 | | Christopher Wolfe | 46 | ✓ | 0.5 |

  5. CORPORATE GOVERNANCE

    All of our directors other than Mr. Danker, our Chief Executive Officer, qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE”). Our directors have an average age of 56 years, and our average Board tenure is just under six 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, 52, 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, 51, 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. Christopher Wolfe, 46, has served as a director of the Company since February 2025. Mr. Wolfe is a Managing Director of Bain Capital Insurance. Prior to joining Bain in 2024, Mr. Wolfe was the Chief Financial Officer of DFB Healthcare Acquisitions Corp., a publicly-traded special purpose acquisition company, and certain of its affiliates from January 2018 to June 2023. Prior to that, Mr. Wolfe was a Partner at Capital Z Partners, a private equity fund focused on the financial services industry, from 2003 to 2017. Mr. Wolfe has served as a member of the Board of Directors of Enhance Health, a privately-held health insurance distributor, since February 2024. He previously served on the board of Permanent General Corp., a direct-to-consumer insurer, and Universal American Financial Corp., a Medicare Advantage-focused insurer. Mr. Wolfe received his AB, magna cum laude, from Harvard College. We believe Mr. Wolfe should serve on our Board of Directors because of his experience in the insurance and healthcare industries. Mr. Wolfe was appointed to the Board pursuant to the Director Designation Agreement (the “Bain Director Designation Agreement”), dated as of February 10, 2025, by and between the Company and BCIS Monarch Investor, L.P. (“Bain”). The Bain Director Designation Agreement, which was was entered into in connection with our sale and issuance of senior non-convertible preferred equity (the “Preferred Stock”) to an affiliate of Bain on February 28, 2025 (the “Closing Date”), provides that the Company will cause a nominee selected by Bain to be nominated for election to the Board for so long as Bain and its affiliates continue to beneficially own 40% of the Preferred Stock they beneficially owned as of the Closing Date. Pursuant to the Bain Director Designation Agreement, the Company appointed Mr. Wolfe as a Class I director on the Closing Date.

  8. Class II Directors

    Class II Directors Earl H. Devanny III, 73, 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. From 2010 to April 2025, Mr. Devanny served as a director of Commerce Bancshares, Inc. (NASDAQ: CBSH), the publicly-traded bank holding company for Commerce Bank. He 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. Srdjan Vukovic, 43, has served as a director of the Company since February 2025. Mr. Vukovic is a Partner at Sava Hill, a private investment firm. From 2018 to June 2025, he was a Partner at Newlight Partners LP, a private equity company. Prior to that, Mr. Vukovic worked at Soros Fund Management and was an analyst at Merrill Lynch. Mr. Vukovic currently serves on the board of Zing Health, a private health insurance company, and Jade Health, a service provider to behavioral health companies. Mr. Vukovic previously served on the board of Oak Street Health, a publicly traded primary care provider, until it was acquired by CVS in 2023; Zenium Data Centers, until it was acquired by publicly traded CyrusOne in 2017; Narragansett Bay Insurance Company, until it was sold and became a wholly owned subsidiary of the publicly traded Heritage Insurance Holdings, Inc.; and several private insurance companies. Mr. Vukovic received a B.S. in Finance and Actuarial Science from New York University. Mr. Vukovic is a valuable member of our Board because of his private equity experience and because of his experience on other companies’ boards. Mr. Vukovic was appointed to the Board pursuant to the Director Designation Agreement (the “Morgan Stanley Director Designation Agreement”), dated as of February 10, 2025, by and between the Company and MS Capital Partners Adviser Inc. (“Morgan Stanley”). The Morgan Stanley Director Designation Agreement, which was was entered into in connection with our sale and issuance of the Preferred Stock to an affiliate of Morgan Stanley on the Closing Date, provides that the Company will cause a nominee selected by Morgan Stanley to be nominated for election to the Board for so long as Morgan Stanley and its affiliates continue to beneficially own 40% of the Preferred Stock they beneficially owned as of the Closing Date. Pursuant to the Morgan Stanley Director Designation Agreement, the Company appointed Mr. Vukovic as a Class II director on the Closing Date. Raymond F. Weldon, 66, 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. Mr. Weldon 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 II director immediately prior to the consummation of our IPO in May 2020. 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.

  9. Class III Directors

    Class III Directors Please see “Nominees for Class III Director” above under the heading “Proposal One: Election of Directors” for the biographies of our Class III directors, Denise L. Devine and Donald L. Hawks III.

  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, 2025. 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, 2025.

  12. Non-Employee Director Compensation Table

    | Name | | Fees Earned or Paid in Cash | Stock Awards(10) | Total | | Donald L. Hawks III | | $95,000(2) | $129,999 | $224,999 | | William Grant II | | $50,000(3) | $129,999 | $179,999 | | Earl H. Devanny III | | $95,000(4) | $129,999 | $224,999 | | Denise L. Devine | | $115,000(5) | $129,999 | $244,999 | | Dr. Kavita K. Patel | | $85,000(6) | $129,999 | $214,999 | | Srdjan Vukovic(1) | | $20,333(7) | $129,997(11) | $150,330 | | Raymond F. Weldon | | $77,500(8) | $129,999 | $207,499 | | Christopher Wolfe(1) | | $20,333(9) | $129,997(11) | $150,330 | | (1) | Appointed to the Board on February 28, 2025. | | | | | (2) | Amount includes a $50,000 cash retainer for Mr. Hawks’ service as a member of the Board, a $22,500 cash retainer for his 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. | | | | | (3) | Amount reflects a $50,000 cash retainer for Mr. Grant’s service as a member of the Board. | | | | | (4) | Amount includes a $50,000 cash retainer for Mr. Devanny’s service as a member of the Board, a $10,000 cash retainer for his 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 $10,000 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 includes a $50,000 cash retainer for Ms. Devine’s service as a member of the Board, a $10,000 cash retainer for her service as 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 $10,000 cash retainer for her service as a member of the Special Litigation Committee, and a $17,500 cash retainer for her service as the Chair of the Special Litigation Committee. | | | |

  13. Non-Employee Director Compensation Table

    | (6) Amount includes a $50,000 cash retainer for Dr. Patel’s service as a member of the Board, 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 Co-Chair of the Healthcare Oversight Committee, and a $10,000 cash retainer for her service as a member of the Special Litigation Committee. | | (7) Amount includes an $18,639 cash retainer for Mr. Vukovic’s service as a member of the Board and a $1,694 cash retainer for his service as a member of the Healthcare Oversight Committee, each beginning February 28, 2025. | | (8) Amount includes a $50,000 cash retainer for Mr. Weldon’s service as a member of the Board, a $10,000 cash retainer for his service as a member of the Audit Committee, and a $17,500 cash retainer for his service as Chair of the Audit Committee. | | (9) Amount includes an $18,639 cash retainer for Mr. Wolfe’s service as a member of the Board and a $1,694 cash retainer for his service as a member of the Healthcare Oversight Committee, each beginning February 28, 2025. | | (10) Amounts shown do not reflect compensation actually received. Unless otherwise indicated, amounts reflect the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), of the 52,631 restricted stock units granted to the director on November 12, 2024. 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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2025. As of June 30, 2025, each of Messrs. Vukovic and Wolfe had a total of 28,508 unvested restricted stock units outstanding, and each of Ms. Devine, Dr. Patel, and Messrs. Devanny, Grant, Hawks, and Weldon had a total of 52,631 unvested restricted stock units outstanding. As of June 30, 2025, 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. Messrs. Hawks, Grant, Vukovic, Weldon, and Wolfe each had no outstanding options as of the end of the 2025 fiscal year. | | (11) Amount reflects the grant date fair value, computed in accordance with FASB ASC Topic 718, of the director’s Initial Equity Grant. |

  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; •Provide 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 2025 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 2025 fiscal year. During the 2025 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; •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; •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 other 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.

  16. Timeline of Compensation Related Activities

    | Q3 (January–March) | | Trends and Peer Group: Review and evaluate peer group, review and discuss trends that relate to governance and compensation, and assess the appropriateness of incentive plans. | | Q4 (April–June) | | Year-End Pay Review: •Review market data, proposed executive pay changes, and equity grant practices and set equity grant budgets for coming year. •Review CEO objectives, proposed annual and long-term incentive designs for upcoming year, estimate of annual incentive payout for current year, and executive performance. | | Committee Diligence: •Review the performance and independence of outside compensation consultant. •Review annual compensation risk assessment. | | Q1 (July–September) | | Prior Year Annual Incentive Payouts: Calculate and approve annual incentive payouts for executive officers in light of Company and individual performance for the previous fiscal year. | | Determine Current-Year Compensation & Performance Goals: •Approve base salary, target bonus amount, and dollar value of annual equity grant for executive officers. •Approve annual equity grants for executive officers and other employees. •Approve individual and Company performance goals, including CEO objectives, for upcoming year annual incentive plan. | | Governance Reviews: Review and approve Committee charter and proxy compensation disclosures. |

  17. Use of Comparative Market Data

    Use of Comparative Market Data We aim to compensate our executive officers at levels that are commensurate, both on an individual and aggregate basis, with competitive levels of compensation for executives in similar positions at peer companies with whom we compete to hire and retain executive talent. Accordingly, we evaluate and consider the compensation practices of peer companies in making compensation-related decisions; however, we do not engage in any benchmarking or targeting of any specific levels or percentiles of market for pay and generally consider pay in aggregate across the executive team, taking into account the pay levels of each of our named executive officers relative to each other.

  18. Compensation Peer Group

    Compensation Peer Group In March 2024, our Compensation Committee approved a new compensation peer group for use in determining 2025 fiscal year compensation levels for our executive officers. The new peer group, which reflects our growing emphasis on healthcare services, consists of the following companies:

  19. Compensation Peer Group

    | Accolade, Inc. | eHealth, Inc. | HealthEquity, Inc. | Tripadvisor, Inc. | | Alignment Healthcare, Inc. | EverQuote, Inc. | MediaAlpha, Inc. | Trupanion, Inc. | | BRP Group, Inc. | GoHealth, Inc. | MultiPlan Corporation | Veradigm Inc. | | CarGurus, Inc. | GoodRx Holdings, Inc. | Shutterstock, Inc. | ZipRecruiter, Inc. |

  20. Compensation Peer Group

    Peers were selected from a list of public companies operating in the insurance, healthcare technology, healthcare services, and other industries according to quantitative factors like size, growth, and valuation relative to the Company. The selection process also included a qualitative analysis that prioritized companies with which we share certain business characteristics, including pharmacy operations and a direct-to-consumer focus. To ensure a robust sample of data was used in developing compensation recommendations for the 2025 fiscal year, we also referenced general industry compensation data for the position held by each named executive officer in our decision-making process.

  21. Annual Cash Incentive

    Annual Cash Incentive Annual cash bonuses for our named executive officers and other executives are determined under our annual incentive plan. The annual incentive plan is an “at-risk” bonus compensation program designed to reinforce a performance-oriented culture that aligns individual performance with our financial and business objectives. The annual incentive plan provides guidelines for the calculation of annual non-equity, incentive-based compensation that is subject to the Compensation Committee’s oversight and modification. The Compensation Committee sets target annual incentive amounts for our named executive officers as a percentage of base salary. The total annual incentive opportunity for each named executive officer is comprised of two separate components, one tied to Company performance for the fiscal year (the “company component”), and the other to the executive officer’s individual performance during the fiscal year (the “individual component”). For the 2025 fiscal year, the company component represented 75% of each named executive officer’s target annual incentive amount, with the remaining 25% represented by the individual component. Target amounts for each named executive officer for the 2025 fiscal year are set forth in the following table:

  22. Annual Cash Incentive

    | Named Executive Officer | Target Incentive Compensation ($) | | | Percentage of Base Salary (%) | | | Company Component (75%) | Individual Component (25%) | Total (100%) | | | Timothy R. Danker | $417,730 | $139,243 | $556,973 | 100% | | Robert Grant | $268,540 | $89,514 | $358,054 | 75% | | William Grant III | $247,654 | $82,551 | $330,205 | 75% | | Ryan M. Clement | $241,875 | $80,625 | $322,500 | 75% | | Daniel A. Boulware | $163,125 | $54,375 | $217,500 | 50% |

  23. Annual Cash Incentive

    Payouts for our named executive officers under each component were determined as follows: Company component. Cash bonus amounts earned by our named executive officers under the company component were determined by measuring the Company’s fiscal year performance against certain predetermined performance metrics. These metrics are established by the Compensation Committee at the beginning of each fiscal year and are designed to align annual incentive bonuses with the Company’s key financial objectives for the upcoming year. For the 2025 fiscal year, performance was measured against revenue, Adjusted EBITDA, and operating cash flow targets for the Company on a consolidated basis, with each weighted one-third of the total possible payout. Revenue and Adjusted EBITDA targets were set at levels exceeding actual results for the relevant metric during the previous fiscal year, and operating cash flow targets were set at stretch levels based on budgeted amounts for the 2025 fiscal year. Specific revenue, Adjusted EBITDA, and operating cash flow targets for the purposes of our 2025 annual incentive plan, and our performance against these targets, are set forth in the following table:

  24. Annual Cash Incentive

    | | | Revenue | | | Adjusted EBITDA(3) | | | Operating Cash Flow | | | | | Target | Actual(2) | % of Target | Target | Actual(4) | % of Target | Target | Actual | | Consolidated Results(1) | | $1,447,950 | $1,522,391 | 105% | $106,388 | $126,220 | 119% | $(19,700) | $(11,666) | | (1) | Numbers shown in thousands. Amounts and percentages are rounded to the nearest whole number. | | | | | | | | | | (2) | Amount reflects immaterial adjustments related to the mid-year reclassification of certain expenses from general and administrative to revenue. | | | | | | | | | | (3) | Adjusted EBITDA is a non-GAAP financial measure. For a discussion of management’s use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Income before income tax expense (benefit), see Appendix A to this Proxy Statement. | | | | | | | | | | (4) | Amount reflects immaterial adjustments related to the classification of certain amounts reflected in our financial statements, including depreciation, severance, and non-operating expenses. | | | | | | | | |

  25. Annual Cash Incentive

    Payout levels under revenue and Adjusted EBITDA were determined according to the following scale, with payouts increasing by 2% for every additional percentage of performance metric achieved between 70% and 110%, and by 5% for every additional percentage of performance metric achieved between 110% and 126%.

  26. Annual Cash Incentive

    | | Percentage of Performance Metric Achieved (%) | Payout Percentage (%) | | Below Threshold | <70% | 0% | | Threshold | 70% | 40% | | Target | 100% | 100% | | Maximum | 126% | 200% |

  27. Annual Cash Incentive

    Payout levels under operating cash flow were determined according to the following scale, with payouts increasing by 2.5% for every additional $1 million of operating cash flow achieved between the threshold and target amounts and by 5% for every additional $1 million of operating cash flow achieved between the target and maximum amounts.

  28. Annual Cash Incentive

    | | Consolidated FY25 Operating Cash Flow Target ($) | Payout Percentage (%) | | Below Threshold | < $(39,700,000) | 0% | | Threshold | $(39,700,000) | 50% | | Target | $(19,700,000) | 100% | | Maximum | $300,000 | 200% |

  29. Annual Cash Incentive

    Individual component. Amounts awarded to our named executive officers pursuant to the individual component of our annual incentive plan are based on each executive’s individual achievements and contributions to the Company throughout the fiscal year. Payouts are determined as a percentage of the target individual component amount for each named executive officer. Percentages are determined by the Compensation Committee, in the case of our Chief Executive Officer, and by our Chief Executive Officer with the approval of the Compensation Committee in the case of our other named executive officers. The percentage of target amount awarded to each of our named executive officers for the 2025 fiscal year was determined based on achievement against certain individual performance objectives established at the beginning of the fiscal year. Individual goals for the 2025 fiscal year for our non-CEO named executive officers were determined by our Chief Executive Officer and approved by the Compensation Committee in July 2024. Quantitative and qualitative goals were developed based on our key organizational priorities for the fiscal year, as identified by our Chief Executive Officer and reviewed by the Board, and allocated among our executives based on the nature of each executive’s role and the scope of their responsibilities. The Committee considered our overall execution against our key organizational priorities, in addition to certain other factors, in evaluating our Chief Executive Officer’s individual performance for the 2025 fiscal year. Goals for our named executive officers for the 2025 fiscal year included, among others: •Completing the securitization of a portion of our commissions receivable and ensuring effective post-closing infrastructure to support the facility on a go-forward basis; •Identifying and executing additional alternatives for paying down our term debt balance, increasing liquidity, and improving operational flexibility; •Continuing to deliver Senior division margins of at least 20% by driving continued focus on operational efficiency and customer retention; •Ensuring the continued effectiveness of our compliance programs in light of recent legal and regulatory changes and the evolution of our business towards a broader healthcare platform; •Growing Healthcare Services margins and increasing year-over-year divisional EBITDA; •Supporting the expansion of our healthcare services platform by increasing enrollments in our chronic care management program, SelectPatient Management, and successfully launching other emerging products; and •Increasing margins in both our Term Life and Final Expense divisions by enhancing our technological capabilities and strengthening our sales force. Despite headwinds in the Medicare distribution space, including significant regulatory uncertainty, our Senior division outperformed expectations, reducing marketing and operating expenses and delivering Adjusted EBITDA(2) margins of 27%. Our Life division also met internal margin targets while investing in technology development and other operational improvements. Our performance was bolstered by the completion of the securitization of $100 million of our commissions receivable and a $350 million preferred equity investment from Morgan Stanley and Bain. Combined, these two transactions decreased our total debt by nearly $300 million, reduced our blended cost of capital, and provided liquidity to support ongoing growth initiatives. Though largely driven by external factors outside of our control, including developments with respect to pharmacy network pricing, our Healthcare Services division fell short of achieving its internal margin growth and EBITDA targets. These shortfalls impacted the individual component payouts for Messrs. Danker and Robert Grant, as shown in the table below. 2025 Fiscal Year Payouts. In accordance with the methodology described above, annual incentive plan payouts in the amounts shown in the table below were made to our named executive officers in August 2025, following our year-end earnings release. All dollar amounts and percentages are rounded to the nearest whole number. (2) Adjusted EBITDA is a non-GAAP financial measure. For a discussion of management’s use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Income before income tax expense (benefit), see Appendix A to this Proxy Statement.

  30. Annual Cash Incentive

    | Named Executive Officer | Company Performance (75%) | | Individual Performance (25%) | | Aggregate (100%) | | | | Payout ($) | Payout (% of Target Amount) | Payout ($) | Payout (% of Target Amount) | FY 2025 Annual Incentive Payout ($) | FY 2025 Annual Incentive Payout (% of Total Target Bonus) | | Timothy R. Danker | $576,467 | 138% | $125,319 | 90% | $701,786 | 126% | | Robert Grant | $370,586 | 138% | $80,562 | 90% | $451,148 | 126% | | William Grant III | $341,763 | 138% | $82,551 | 100% | $424,314 | 129% | | Ryan M. Clement | $333,788 | 138% | $80,625 | 100% | $414,413 | 129% | | Daniel A. Boulware | $225,113 | 138% | $54,375 | 100% | $279,488 | 129% |

  31. Equity Awards

    Equity Awards Equity compensation makes up the largest portion of pay for our named executive officers. Annual long-term incentive awards are granted at the beginning of each fiscal year to align the interests of our named executive officers to the long-term interests of our stockholders and incentivize our named executive officers to maximize long-term shareholder value throughout the fiscal year. All equity awards are granted pursuant to the 2020 Plan. Both the target dollar value of each named executive officer’s long-term equity incentive award and the form of equity grants awarded to named executive officers are determined by the Compensation Committee. In determining the target dollar value of the annual equity grants for our named executive officers, the Compensation Committee considers a variety of factors, including, without limitation, each executive’s role and responsibilities, unique skills, future potential with the Company, internal pay equity, and equity compensation amounts paid to executives by peer companies. The Compensation Committee seeks to remain market competitive when determining the size of a grant but does not target a specific percentile of the market. The primary goal of our long-term equity incentive plan for the 2025 fiscal year was to drive retention while managing dilution in light of continued stock price pressure. The 2025 plan also sought to reinforce alignment with stockholder interests through a continued emphasis on stock price appreciation. Accordingly, participants in our 2025 equity incentive program, including our named executive officers, received annual equity awards in the form of restricted stock units (RSUs) and price-vested units (PVUs). To minimize dilution, no options were awarded for the 2025 fiscal year. Our 2025 equity incentive plan was designed to provide one-half of the total target value of the grants awarded to each of our named executive officers in the form of performance-based awards, and one-half in the form of time-based awards. Thus, the total target value of each named executive officer’s annual grant was divided evenly between PVUs and RSUs. The number of RSUs and PVUs, respectively, granted to each of our named executive officers was determined by dividing the target value of the RSU award or the PVU award, as appropriate, by $3.13, which was the 60-day trailing average price per share of our common stock as of August 1, 2025. The primary purpose of the RSU awards granted to our named executive officers was to serve as a retention mechanism and to reward individual performance. To support retention while incentivizing the achievement of important short-term financial objectives and promoting the long-term stability of the Company, RSU grants made to our named executive officers were structured to vest in three equal installments on each of the first three anniversaries of the grant date, subject to the continued employment of the named executive officer on the vesting date. The primary purpose of the PVU grants was to align the interests of our named executive officers with the interests of our stockholders by conditioning the receipt of shares on the appreciation of the value of our common stock. PVUs represent the right to receive shares of the Company’s common stock upon the achievement of certain predetermined stock price hurdles within the applicable performance period, subject to applicable vesting conditions. Specifically, the PVUs granted to our named executive officers, which are divided into tranches, are eligible to vest only upon the satisfaction of the following price hurdles:

  32. Equity Awards

    | Price Hurdle(1) | | Portion of PVUs Eligible to Vest | | $3.13 | | One-Third | | $6.00 | | One-Third | | $9.00 | | One-Third | | (1) | Price hurdles are deemed satisfied when the average closing price of the Company’s common stock for any consecutive 60-day period within the 5-year performance period reaches the applicable amount. | |

  33. Equity Awards

    The PVUs vest ratably in three annual installments commencing on the one-year anniversary of the grant date, subject to the named executive officer’s continued employment with the Company as of the vesting date. Award Amounts. The target dollar value of each named executive officer’s annual equity incentive grant and the number of RSUs and PVUs awarded to each named executive officer, in addition to the actual grant date fair value of the awards, are shown in the following table:

  34. Equity Awards

    | Named Executive Officer | | Target Dollar Value of FY25 Equity Grant | Number of Units | | Actual Grant Date Fair Value of FY25 Equity Award(1) | | | | | FY25 RSU Award | FY25 PVU Award | | | Timothy R. Danker | | $2,400,000 | 383,387 | 383,387 | $2,212,143 | | Robert Grant | | $2,300,000 | 367,412 | 367,412 | $2,119,967 | | William Grant III | | $2,000,000 | 319,489 | 319,489 | $1,843,452 | | Ryan M. Clement | | $1,200,000 | 191,693 | 191,693 | $1,106,069 | | Daniel A. Boulware | | $850,000 | 135,783 | 135,783 | $783,468 | | (1) | As computed in accordance with FASB ASC Topic 718. | | | | |

  35. Employment Agreements

    Employment Agreements Each of our named executive officers is party to an executive employment agreement with the Company. Each executive’s agreement provides for a three-year initial employment period, with automatic annual renewal for additional one-year periods unless either party provides notice of non-renewal at least 90 days before the expiration of the then-current term. Each employment agreement sets forth the applicable executive’s annual minimum base salary and annual bonus opportunity, as well as eligibility to participate in the Company’s employee benefit arrangements generally available to other senior executives of the Company. Each executive officer is entitled to receive benefits under the agreements if (a) we terminate the executive’s employment without cause, or (b) the executive resigns for good reason. The term “cause” includes termination due to the executive’s willful refusal to perform the executive’s duties and responsibilities or comply with material policies and procedures; conviction of a crime other than a vehicular misdemeanor; fraud or other illegal conduct in the performance of the executive’s duties to the Company; and breach of any material term of the employment agreement. The term “good reason” includes termination due to a substantial diminution of duties, relocation beyond fifty (50) miles from the executive’s principal place of employment, material reduction in annual base salary or target bonus, and breach of any material term of the employment agreement by the Company. In the event of the executive’s termination without cause or resignation for good reason, the executive is, subject to the execution and non-revocation of a release of claims, entitled to receive: (i) a prorated bonus for the fiscal year during which the termination occurs; (ii) a lump sum cash severance payment in an amount equal to the sum of the executive’s annual base salary and target annual bonus; and (iii) COBRA reimbursement for the excess of the monthly cost of premiums associated with medical and dental coverage over the monthly premiums for such coverage payable by a similarly situated active employee during the applicable severance period. In the event an executive is terminated (i) within 90 days prior to a change in control (as defined in the executive’s employment agreement) or (ii) within two years following the date of a change in control, the lump sum cash severance payment payable to the executive under his employment agreement shall be determined by multiplying the sum of the executive’s annual base salary and target annual bonus by two (2), in the case of Mr. Danker, or by 1.5, in the case of Messrs. Boulware, Clement, Robert Grant and William Grant III (such multiple, the “Severance Multiple”). Lump sum cash severance payments payable to executives in the event of a change in control pursuant to the terms of their respective employment agreements are “double-trigger,” meaning that any named executive officer who continues as an employee of the Company or any successor entity for more than two years following the date of a change in control is not entitled to receive any cash severance payment. The employment agreements also contain various standard restrictive covenants, including those related to assignment of inventions, confidentiality of Company information, and non-competition and non-solicitation following the termination of the executive’s employment agreement. The non-competition and non-solicitation restrictions are generally effective for a period of two years following the date of termination, except that, in the event of a severance-qualifying termination of a named executive officer other than Mr. Danker during the two-year period following a change in control, the effective period will be reduced to 18 months, unless the Company elects to increase the amount of the lump sum cash severance payment due to the executive by increasing the Severance Multiple to two. We do not provide, and have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any payments or benefits provided pursuant to a change of control or severance agreement, or otherwise payable to a named executive officer, would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (and could, therefore, be subject to the related excise tax), he or she would be entitled to receive from the Company either 1) full payment of such payments and benefits, or 2) such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer.

  36. Accounting and Tax Treatment

    Accounting and Tax Treatment The fair value of equity awards is established in accordance with the applicable accounting standards. Compensation-related expenses are taken into consideration by the Compensation Committee in determining the amounts of equity awards to our named executive officers. Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to any publicly-held corporation’s “covered employees” in excess of $1 million per taxable year for any covered employee generally may not be deducted by the company as a business expense. Although the Compensation Committee will consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation to our named executive officers that is not deductible under Section 162(m) if such compensation is consistent with the goals of our executive compensation program and in the best interests of the Company and its stockholders.

  37. Taxation of Parachute Payments and Deferred Compensation

    Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any payments or benefits provided pursuant to a change of control or severance agreement, or otherwise payable to a named executive officer, would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (and could, therefore, be subject to the related excise tax), he or she would be entitled to receive from the Company either 1) full payment of such payments and benefits, or 2) such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer.

  38. Summary Compensation Table

    Summary Compensation Table The information below sets forth the “total compensation” earned by our named executive officers for the fiscal year ended June 30, 2025. For Messrs. Danker, Robert Grant, and William Grant III, who were also named executive officers in each of the two preceding fiscal years, the table also reflects the total compensation earned for the years ended June 30, 2024 and 2023, respectively.

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Timothy R. Danker | 2025 | $556,973 | $629 | $2,212,143 | $701,786 | $15,996 | $3,487,527 | | Chief Executive Officer | 2024 | $540,750 | $495 | $1,566,000 | $898,051 | $11,840 | $3,017,136 | | | 2023 | $525,000 | $256 | $1,573,042 | $542,490 | $8,839 | $2,649,627 | | Robert Grant | 2025 | $477,405 | $629 | $2,119,967 | $451,148 | $14,692 | $3,063,841 | | President | 2024 | $463,500 | $495 | $1,374,251 | $577,318 | $11,078 | $2,426,642 | | | 2023 | $450,000 | $358 | $1,507,496 | $464,991 | $8,975 | $2,431,820 | | William Grant III | 2025 | $440,274 | $640 | $1,843,452 | $424,314 | $15,302 | $2,723,982 |

  40. Summary Compensation Table

    | Chief Operating Officer | 2024 | $427,450 | $503 | $1,195,001 | $532,416 | $10,987 | $2,166,357 | | | 2023 | $415,000 | $259 | $1,310,867 | $428,825 | $7,732 | $2,162,683 | | Ryan M. Clement | 2025 | $430,000 | $200,212 | $1,106,069 | $414,413 | $16,962 | $2,167,656 | | Chief Financial Officer | | | | | | | | | Daniel A. Boulware | 2025 | $435,000 | $100,354 | $783,468 | $279,488 | $16,010 | $1,614,320 | | General Counsel and Corporate Secretary | | | | | | | | | (1) | Includes annual holiday bonus paid to all employees based solely on the length of their employment with the Company and, for Messrs. Boulware and Clement only, a one-time cash bonus in connection with the completion of certain significant financial transactions. | | | | | | | | (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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2025. 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 2025 PVU awards assuming the highest level of performance conditions are achieved are $1,537,382 for Mr. Danker, $1,473,322 for Mr. Robert Grant, $1,281,151 for Mr. William Grant III, $768,689 for Mr. Clement, and $544,490 for Mr. Boulware. 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 “– Compensation Discussion and Analysis – Elements of Executive Compensation for the 2025 Fiscal Year – 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 Messrs. Boulware and Clement only, a mobile phone service stipend. Additionally, amounts shown for 2023 include a remote-work stipend paid to all employees in connection with the COVID-19 pandemic. | | | | | | |

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the awards of restricted stock units and price-vested units granted to each of our named executive officers during the 2025 fiscal year pursuant to the 2020 Plan. The table also sets forth the cash bonuses payable to each of our named executive officers under the 2025 annual incentive plan during the 2025 fiscal year.

  42. Grants of Plan-Based Awards

    | | | | Estimated possible payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (5) | | | All other stock awards: Number of shares of stock or units (6) | Grant date fair value of stock and option awards (7) | | Name | | Grant Date | Threshold (2) | Target (3) | Maximum (4) | Threshold | Target | Maximum | | | | Timothy R. Danker | | 7/1/2024 | $181,016 | $556,973 | $974,703 | | | | | | | | | 10/28/2024 | | | | 127,796 | 383,387 | 383,387 | | $1,433,867 | | | | 10/28/2024 | | | | | | | 383,387 | $778,276 | | Robert Grant | | 7/1/2024 | $116,368 | $358,054 | $626,595 | | | | | | | | | 10/28/2024 | | | | 122,471 | 367,412 | 367,412 | | $1,374,121 | | | | 10/28/2024 | | | | | | | 367,412 | $745,846 | | William Grant III | | 7/1/2024 | $107,317 | $330,205 | $577,859 | | | | | | | | | 10/28/2024 | | | | 106,496 | 319,489 | 319,489 | | $1,194,889 | | | | 10/28/2024 | | | | | | | 319,489 | $648,563 | | Ryan M. Clement | | 7/1/2024 | $104,813 | $322,500 | $564,375 | | | | | | | | | 10/28/2024 | | | | 63,898 | 191,693 | 191,693 | | $716,932 | | | | 10/28/2024 | | | | | | | 191,693 | $389,137 | | Daniel A. Boulware | | 7/1/2024 | $70,688 | $217,500 | $380,625 | | | | | | | | | 10/28/2024 | | | | 45,261 | 135,783 | 135,783 | | $507,828 | | | | 10/28/2024 | | | | | | | 135,783 | $275,640 | | (1) | Represents possible amounts payable under our 2025 annual incentive plan. For actual amounts paid to each named executive officer under the 2025 annual incentive plan, see “– Compensation Discussion and Analysis – Elements of Executive Compensation for the 2025 Fiscal Year –Annual Cash Incentive” and “– Summary Compensation Table.” | | | | | | | | | |

  43. Grants of Plan-Based Awards

    | (2) Represents amounts payable under the 2025 annual incentive plan if the threshold level had been achieved for all metrics. | | (3) Represents amounts payable under the 2025 annual incentive plan if the target level had been achieved for all metrics. | | (4) Represents amounts payable under the 2025 annual incentive plan if the maximum level had been achieved for all metrics. | | (5) Represents price-vested units that vest upon our achievement of certain pre-determined stock price hurdles, subject to the recipient’s continued service to the Company as of the applicable vesting date. See “– Compensation Discussion and Analysis – Elements of Executive Compensation for the 2025 Fiscal Year – Equity Awards.” | | (6) Represents time-based restricted stock units, each of which will vest as to one third of the award on each of the first three anniversaries of the grant date, subject to the recipient’s continued service to the Company as of the applicable vesting date. | | (7) Represents the grant-date fair value of the equity award, computed in accordance with 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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2025. |

  44. 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, 2025. Market values have been determined based on the closing price of our common stock on June 30, 2025, which was $2.38 per share.

  45. 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 | 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(7) | 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 | 88,731(1) | | $17.89 | 8/1/2030 | | | | | | | 8/1/2021 | 135,288(1) | 45,096 | $17.80 | 8/1/2031 | 11,274(5) | $26,832 | | | | | 8/1/2022 | | | | | 176,860(6) | $420,927 | 600,000 | $1,428,000 | | | 9/13/2023 | | | | | 600,000(6) | $1,428,000 | 300,000 | $984,000 | | | 10/28/2024 | | | | | 511,183(6) | $1,216,616 | 255,591 | $608,307 | | Robert Grant | 8/22/2018 | 4,448(2) | | $1.88 | 8/22/2028 | | | | | | | 5/20/2020 | 200,000(3) | | $20.00 | 5/20/2030 | | | | | | | 8/1/2020 | 118,308(1) | | $17.89 | 8/1/2030 | | | | | | | 8/1/2021 | 129,651(1) | 43,217 | $17.80 | 8/1/2031 | 10,804(5) | $25,714 | | | | | 8/1/2022 | | | | | 169,491(6) | $403,389 | 575,000 | $1,368,500 | | | 9/13/2023 | | | | | 575,001(6) | $1,368,502 | 287,500 | $684,249 | | | 10/28/2024 | | | | | 489,883(6) | $1,165,922 | 244,941 | $582,960 | | William Grant III | 8/1/2020 | 118,308(1) | | $17.89 | 8/1/2030 | | | | | | | 8/1/2021 | 112,740(1) | 37,580 | $17.80 | 8/1/2031 | 9,395(5) | $22,360 | | | | | 8/1/2022 | | | | | 147,384(6) | $350,773 | 500,000 | $1,189,999 | | | 9/13/2023 | | | | | 500,001(6) | $1,190,001 | 250,000 | $594,999 | | | 10/28/2024 | | | | | 425,985(6) | $1,013,845 | 212,993 | $506,923 | | Ryan M. Clement | 3/1/2022 | 66,626(1) | 22,208 | $2.80 | 3/1/2032 | 6,234(5) | $14,837 | | | | | 8/1/2022 | | | | | 26,044(6) | $61,985 | 88,353 | $210,280 | | | 2/28/2023 | | | | | 20,834(5) | $49,585 | | | | | 9/13/2023 | | | | | 200,000(6) | $476,000 | 100,000 | $238,000 |

  46. Outstanding Equity Awards at Fiscal Year End

    | | | 10/28/2024 | | | | | 255,591(6) | $608,307 | 127,795 | $304,153 | | Daniel A. Boulware | | 5/20/2020 | 62,000(3) | | $20.00 | 5/20/2030 | | | | | | | | 8/1/2020 | 25,068(1) | | $17.89 | 8/1/2030 | | | | | | | | 8/1/2021 | 36,360(1) | 12,120 | $17.80 | 8/1/2031 | 3,030(5) | $7,211 | | | | | | 3/10/2022 | 35,250(1) | 11,750 | $2.51 | 3/10/2032 | | | | | | | | 8/1/2022 | | | | | 57,111(6) | $135,924 | 193,751 | $461,126 | | | | 9/13/2023 | | | | | 200,000(6) | $476,000 | 100,000 | $237,999 | | | | 10/28/2024 | | | | | 181,044(6) | $430,885 | 90,522 | $215,442 | | (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, 2025. | | | | | | | | | | | (2) | 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, 2025. | | | | | | | | | | | (3) | 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, 2025. | | | | | | | | | | | (4) | Represents non-qualified stock options awarded to the executive pursuant to the 2020 Plan that had not vested as June 30, 2025. 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, 2025. The restricted stock units 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. | | | | | | | | | | | (6) | Represents time-based restricted stock units and earned price-vested restricted stock units (PVUs) awarded to the executive pursuant to the 2020 Plan that had not vested as of June 30, 2025. The restricted stock units and PVUs vest ratably in three annual installments commencing on August 1 of the year immediately following the grant date, subject to the executive’s continued employment with the Company as of the applicable vesting date. The number of PVUs included in the amount shown represents the number of PVUs granted on the grant date for which the relevant price hurdle had been achieved, but that had not yet vested, as of June 30, 2025. | | | | | | | | | | | (7) | Represents unearned price-vested restricted stock units (PVUs) awarded to the executive pursuant to the 2020 Plan that had not vested as of June 30, 2025. The number of PVUs shown assumes the achievement of the underlying performance condition at target level, or that all applicable price hurdles are met. The PVUs are eligible for vesting in three ratable annual installments commencing on August 1 of the year immediately following 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. The price hurdles for the PVUs granted on September 13, 2023 are $2.50, $5.00, $7.50, and $10.00. The price hurdles for the PVUs granted on October 28, 2024 are $3.13, $6.00, and $9.00. For additional information related to the PVUs awarded to our named executive officers, see “– Compensation Discussion and Analysis – Elements of Executive Compensation for the 2025 Fiscal Year – Equity Awards.” | | | | | | | | | |

  47. Potential Payments to Executive Officers Upon Termination or Change in Control

    Potential Payments to Executive Officers Upon Termination or Change in Control The following table indicates the cash amounts, accelerated vesting, and other payments and benefits that each named executive officer would be entitled to receive upon termination under various circumstances pursuant to the terms of our equity compensation plans, any applicable award agreements related to individual equity awards made under our equity compensation plans, and his employment agreement. The table assumes that termination of the named executive officer from the Company under the scenario shown occurred on June 30, 2025, and that, in the event of a change in control, the executive did not continue his employment with the Company or any successor entity. The table also does not give effect to any reduction in payments to any executive that might occur under his employment agreement in the event that such reduction would put the executive in a better after-tax position than if his payments were not reduced and as a result he would become subject to additional taxes under Section 4999 of the Internal Revenue Code for receipt of excess parachute payments in the event of a termination or resignation following a change in control. Amounts shown in the table do not include accrued salary, unpaid bonuses earned for any fiscal year that concluded prior to the date of termination, or reimbursement of business expenses, each of which the executive is entitled to receive in the event of his termination under any of the above scenarios. Pursuant to the terms of each executive’s employment agreement, the Company’s obligation to deliver all amounts reflected in the table is conditioned upon the executive’s prior execution and non-revocation of a release of claims.

  48. Potential Payments to Executive Officers Upon Termination or Change in Control

    | | | Pro-Rated Bonus(1) | Cash Severance Payment(2) | Health Insurance Benefits(3) | Acceleration of Equity Awards(4) | Total Termination Benefits | | Timothy R. Danker | | | | | | | | Involuntary termination without cause or voluntary termination for good reason | | $556,973 | $1,113,946 | $19,817 | — | $1,690,736 | | Involuntary termination with cause or voluntary termination not for good reason | | — | — | — | — | — | | Involuntary or good reason termination in connection with change in control | | $556,973 | $2,227,892 | — | $3,092,375 | $5,877,240 | | Death or disability | | — | — | — | — | — | | Robert Grant | | | | | | | | Involuntary termination without cause or voluntary termination for good reason | | $358,054 | $835,459 | $19,926 | — | $1,213,439 | | Involuntary termination with cause or voluntary termination not for good reason | | — | — | — | — | — | | Involuntary or good reason termination in connection with change in control | | $358,054 | $1,253,189 | — | $2,963,527 | $4,574,770 | | Death or disability | | — | — | — | — | — | | William Grant III | | | | | | | | Involuntary termination without cause or voluntary termination for good reason | | $330,205 | $770,479 | $11,853 | — | $1,112,537 | | Involuntary termination with cause or voluntary termination not for good reason | | — | — | — | — | — | | Involuntary or good reason termination in connection with change in control | | $330,205 | $1,155,719 | — | $2,576,979 | $4,062,903 | | Death or disability | | — | — | — | — | — | | Ryan M. Clement | | | | | | | | Involuntary termination without cause or voluntary termination for good reason | | $322,500 | $752,500 | $19,926 | — | $1,075,000 | | Involuntary termination with cause or voluntary termination not for good reason | | — | — | — | — | — | | Involuntary or good reason termination in connection with change in control | | $322,500 | $1,128,750 | — | $1,210,714 | $2,661,964 | | Death or disability | | — | — | — | — | — | | Daniel A. Boulware | | | | | | | | Involuntary termination without cause or voluntary termination for good reason | | $217,500 | $652,500 | $19,926 | — | $870,000 | | Involuntary termination with cause or voluntary termination not for good reason | | — | — | — | — | — | | Involuntary or good reason termination in connection with change in control | | $217,500 | $978,750 | — | $1,050,020 | $2,246,270 | | Death or disability | | — | — | — | — | — | | (1) | Amounts shown in this column represent the pro-rated cash bonus for the year in which the termination occurs. These amounts are calculated by multiplying the executive’s target annual cash bonus, as identified in the annual incentive plan, by the quotient of the number of days elapsed during the current fiscal year through the termination date divided by 365 (366 if the termination occurs during a leap year). | | | | | | | (2) | Amounts shown in this column represent the lump sum cash severance payment owed to the executive officer pursuant to his employment agreement under each of the above scenarios. See “—Employment Agreements” for information on how these amounts are calculated. | | | | | |

  49. Potential Payments to Executive Officers Upon Termination or Change in Control

    | (3) Amounts shown in this column represented the estimated cost of reimbursement of monthly medical and dental coverage premiums in excess of the premium amounts that would be payable by the executive if still employed by the Company. The amounts reported in this column assume the executive will be reimbursed for these costs until the 12-month anniversary of the date of his termination. | | (4) Amounts shown in this column represent the total value as of June 30, 2025 of the applicable executive’s outstanding stock options, RSUs, and earned but unvested PVUs granted under the 2020 Plan. Pursuant to the terms of the 2020 Plan, outstanding unvested stock options and RSUs vest in full as of the date of a change in control as long as the executive’s employment is terminated. Pursuant to the terms of the individual award agreements governing the PVU awards granted to our named executive officers, the time-based vesting condition with respect to all outstanding but unvested PVUs is deemed to be satisfied as of the date of the change in control as long as the executive’s employment is terminated; however, the performance-based vesting condition with respect to such PVUs is deemed to have been satisfied in the event of a change in control only to the extent the price per share of our common stock payable as a result of the change in control meets or exceeds the applicable stock price hurdles. For all awards represented in this column, amounts were calculated assuming a per-share price of $2.38, the closing market price of our common stock on June 30, 2025. |

  50. 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 four 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.

  51. Pay Versus Performance Table

    Pay Versus Performance Table

  52. 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: | | | Net Income (Loss) in Thousands(6) | Adjusted EBITDA in Thousands(7) | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | | 2025 | | $3,487,527 | $2,988,658 | $2,392,450 | $2,075,886 | $12.36 | $105.30 | | $47,580 | $126,254 | | 2024 | | $3,017,136 | $5,295,604 | $2,296,500 | $4,456,859 | $14.33 | $97.01 | | $(34,125) | $116,993 | | 2023 | | $2,649,627 | $2,945,721 | $2,297,252 | $2,576,510 | $10.12 | $88.38 | | $(58,544) | $74,303 | | 2022 | | $3,154,343 | $(683,279) | $1,848,730 | $(772,699) | $12.88 | $78.24 | | $(297,504) | $(260,506) | | (1) | Our principal executive officer for all 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: | | | | | | | | | | | | | | | | | 2025 | 2024 | | 2023 | 2022 | | | | Reported Summary Compensation Table Total for PEO: | | | | $3,487,527 | | 3,017,136 | $2,649,627 | $3,154,343 | | | | Deduct Reported Value of Equity Awards: | | | | $(2,212,143) | | (1,566,000) | $(1,573,042) | $(2,607,263) | | | | Equity Award Adjustments: | | | | $1,713,274 | | 3,844,468 | $1,869,136 | $(1,230,359) | | | | Compensation Actually Paid to PEO: | | | | $2,988,658 | | 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 | | | | 2025 | $1,736,794 | $(937,425) | $— | $913,905 | $— | | | $1,713,274 | | | | 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) | |

  53. Pay Versus Performance Table

    | 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 2025 fiscal year were our General Counsel and Corporate Secretary, Daniel A. Boulware; our Chief Financial Officer, Ryan M. Clement; our President, Robert Grant; and our Chief Operating Officer, William Grant III. Our non-PEO named executive officers for the 2023 and 2024 fiscal years, during which we were a “smaller reporting company,” were Messrs. Robert Grant and William Grant III. 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, Mr. Clement; and Messrs. Boulware, Robert Grant, and 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 2025 fiscal year is calculated based on the annual compensation of each of Boulware, Clement, Robert Grant, and William Grant III. 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. Amount shown for the 2022 fiscal year is calculated based on the annual compensation of each of Messrs. Boulware, Clement, Robert Grant, William Grant III, and Sadun. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine compensation actually paid: | | | | | | | | | | | | | | | | 2025 | 2024 | | 2023 | 2022 | | | Average Reported Summary Compensation Table Total for non-PEO NEOs: | | | | $2,392,450 | | 2,296,500 | $2,297,252 | $1,848,730 | | | Deduct Average Reported Value of Equity Awards: | | | | $(1,463,239) | | (1,284,626) | $(1,409,181) | $(1,424,312) | | | Average Equity Award Adjustments: | | | | $1,146,675 | | 3,444,985 | $1,688,439 | $(1,197,117) | | | Average Compensation Actually Paid to non-PEO NEOs: | | | | $2,075,886 | | 4,456,859 | $2,576,510 | $(772,699) | | 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 | | | 2025 | $1,148,816 | $(551,454) | $— | $549,313 | $— | | | $1,146,675 | | | 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) Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Center for Research in Security Prices US Small Cap Index (^CRSPSC1) for the period from June 30, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. | | | | | | | | | | | (6) Represents net income (loss) as reported in our audited financial statements for the year indicated. | | | | | | | | | | | (7) Represents the Company’s “Company-Selected Measure,” as defined in Item 402(v)(2)(vi) of Regulation S-K . For an illustration of how Adjusted EBITDA is calculated from our audited financial statements, see Appendix A to this Proxy Statement. | | | | | | | | | |

  54. 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 four most recently completed fiscal years. A comparison of the Company’s cumulative total shareholder return to the peer group’s cumulative total shareholder return is reflected in the following chart:

  55. 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 four most recently completed fiscal years.

  56. Relationship Between Compensation Actually Paid and Company Selected Measure

    Relationship Between Compensation Actually Paid and Company Selected Measure 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 “company selected measure,” Adjusted EBITDA, during the four most recently completed fiscal years.

  57. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our principal executive officer to that of our median employee. Our principal executive is our Chief Executive Officer, Mr. Danker. As identified above in the Summary Compensation Table, Mr. Danker’s annual total compensation for the 2025 fiscal year was $3,487,527. The annual total compensation of our median employee for the 2025 fiscal year, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, was approximately $73,713. Accordingly, the ratio of the annual total compensation of our median employee to Mr. Danker’s annual total compensation was approximately 47:1. The median employee was determined by calculating the total earnings, as reflected in our internal payroll records, of all employees employed by the Company as of June 30, 2025, excluding Mr. Danker. For this purpose, total earnings included salary; cash bonuses, including amounts awarded under our 2025 annual incentive plan where applicable; various other cash payments, including special bonuses where applicable; equity awards; and the value of certain benefits.