DEF 14A of Velo3D, Inc., Apr 27, 2026

DEF 14A of Velo3D, Inc.

Filed Apr 27, 2026 · FY20250001825079-26-000007

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of five directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. At the recommendation of our nominating and governance committee, our Board proposes that each of the two Class II nominees named below be elected as a Class II director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Mr. Krause is currently serving as a director in Class II. Ms. Mei has not previously served as a director on our Board. Ms. Mei was recommended for appointment to the Board by Arun Jeldi, our Chief Executive Officer. Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

  2. Nominees to Our Board of Directors

    Nominees to Our Board of Directors The nominees and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  3. Nominees to Our Board of Directors

    | Name of Director/Nominee | Age | Occupation | Director Since | | Stefan Krause(1) | 62 | Corporate Executive and Entrepreneur | September 2021 | | Lily Mei | 56 | Executive Director of ECLIPSE | NA |

  4. Nominees to Our Board of Directors

    (1) Chair of the audit committee Stefan Krause served as a member of Legacy Velo3D’s Board from February 2021 until September 2021 prior to the consummation of the Merger. He was the founder and Chief Executive Officer and Chairman of Canoo, an electric car company, from December 2017 to May 2020. He has served on two DAX Company Management Boards from May 2002 until December 2015. He served as Chief Financial Officer of Deutsche Bank AG and had held positions of increasing seniority at BMW AG, an automotive company, that began in 1987, where he eventually served as the company’s Chief Financial Officer. Mr. Krause has served on many boards of public companies in Europe and the U.S. Mr. Krause holds an M.B.A. in Business Administration and Management from the Julius Maximilians University of Würzburg. We believe that Mr. Krause is qualified to serve our Board due to his extensive strategic leadership experience, his significant public company experience and expertise in finance and accounting. Lily Mei has served as Executive Director of ECLIPSE (Emerging City Leaders Institute for Partnership & Strategic Empowerment) at San Francisco Bay University since June 2025. She previously served as Mayor of the City of Fremont, California from December 2016 to December 2024, after serving as Vice Mayor and City Councilmember beginning in December 2014. Prior to joining the City Council, she served as an elected Trustee and Board President of the Fremont Unified School District from December 2008 to December 2014. She served as Executive Director of the Alliance for Gray Market and Counterfeit Abatement from 2003 to 2008 and held positions of increasing seniority at 3Com Corporation from 1997 to 2003. Ms. Mei holds a Bachelor of Science in Business from Drexel University. We believe that Ms. Mei is qualified to serve on our Board due to her experience building government, corporate, and defense-sector partnerships, her global supply chain and technology expertise, and her leadership in advancing domestic advanced manufacturing.

  5. Continuing Directors

    Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  6. Continuing Directors

    | Name of Director | Age | Occupation | Director Since | | Class III Directors: | | | | | Arun Jeldi | 45 | Chief Executive Officer of the Company; Business Executive | December 2024 | | Class I Directors: | | | | | Jason Lloyd(1) | 58 | Vice President of Maritime Engineering and Design of TotalTek | April 2025 | | Adrian Keppler(1) | 61 | Chief Executive Officer of AM Scalation | July 2023 |

  7. Continuing Directors

    (1) Members of audit committee, compensation committee, and nominating and governance committee Arun Jeldi has served as the Chairman of the Board since April 2025. Mr. Jeldi was appointed as our Chief Executive Officer and to our Board on December 24, 2024. Mr. Jeldi has served as the Chief Executive Officer and President of several companies over the past five years. Since October 2019, he has served as the Chief Executive Officer and President of Indiana Healthcare Solutions LLC, DBA Ink Staffing, a national healthcare staffing agency. Since December 2020, he has served as Chief Executive Officer and President of Lite Magnesium Products Inc., which designs and manufactures magnesium-based products and components for the aerospace, automotive and other industries. Since June 2023, he has served as Chief Executive Officer and President of Crown Magnesium Inc., which extracts pure magnesium from ore materials. In addition, since June 2023, Mr. Jeldi has served as Chief Executive Officer and President of Arrayed Additive, Inc., which is engaged in magnesium and aluminum lightweight alloy additive manufacturing (3D printing) for the aerospace and defense industries. We believe Mr. Jeldi’s significant executive experience in additive manufacturing and in providing design and manufacturing services to the aerospace and defense industries makes him well-qualified to serve as a member of our Board. Jason Lloyd is the vice president of Maritime Engineering and Design of TotalTek since assuming the position in August 2024. He previously served as the chief engineer at Naval Sea Systems Command from May 2020 to June 2024. Prior to this tour, Lloyd held multiple positions at Newport News Shipbuilding, including commanding officer of supervisor of shipbuilding from 2017-2020 and as the first reactor officer on USS Gerald R. Ford from 2013 to 2016. Rear Admiral (ret) Lloyd holds a Master of Science in Mechanical Engineering from the Naval Postgraduate School and a Bachelor of Science degree in Mechanical Engineering from Florida State University. We believe Mr. Lloyd is qualified to serve on our Board due to his experience in maritime engineering and design and as a proven leader in the United States Navy. Adrian Keppler is the chief executive officer of AM Scalation, an additive manufacturing consulting company, which he founded in April 2021. He previously held multiple positions at EOS GmbH, or EOS, a global provider of 3D printing solutions, including serving as managing director from October 2019 to March 2021, chief executive officer from May 2017 to September 2019 and chief marketing officer from October 2012 to April 2017. Prior to EOS, he held different management positions within Siemens AG, a global manufacturing and technology company headquartered in Munich. Dr. Keppler currently serves on the advisory boards of Incus GmBH, a 3D printer manufacturer, AM-Flow, a provider of end-to-end automation for 3D-printing factories, and Roboze, an industrial 3D printer manufacturer. He also serves as an industry advisor to PartsCloud GmBH, a provider of cloud-based logistics for spare parts, and as a member of the board of directors of Sun Metalon, Inc., a metal 3D printing manufacturer. Dr. Keppler holds a PhD in Geotechnical Engineering from Ludwig Maximilians University of Munich and a degree in Business Administration from the University of Zurich. We believe Dr. Keppler is qualified to serve on our Board due to his experience in additive manufacturing as a former chief executive officer. There are no family relationships among our directors and executive officers.

  8. Non-Employee Director Compensation

    Non-Employee Director Compensation The Board has adopted the following compensation program for our non-employee directors for fiscal 2025: Our non-employee directors receive an annual cash retainer of $50,000, payable monthly, and an annual grant of restricted stock units, or RSUs, with an aggregate grant-date value of $200,000. A non-employee director’s annual RSU award is granted on the date of each annual meeting of our stockholders and vests in equal quarterly installments, provided such director continues to serve as a director through each vesting date. In addition, new non-employee directors not joining the Board on the date of an annual meeting of our stockholders receive an initial RSU award after joining the Board, with a grant date value equal to a pro-rata portion of the full $200,000 annual award and which vests on the first anniversary of the grant date, provided such director continues to serve as a director through the vesting date. New non-employee directors’ annual cash retainer was prorated from their respective dates of appointment through the end of the fiscal year to reflect their partial year of service. Members of our audit committee receive an additional annual cash retainer of $10,000, and the Chairman of our audit committee receives an additional annual cash retainer of $10,500 (in lieu of the annual retainer for membership on the audit committee). Members of our compensation committee receive an additional annual cash retainer of $6,000. Members of our nominating and governance committee receive an additional annual cash retainer of $5,000. We currently do not anticipate any changes to our non-employee director compensation for fiscal 2026.

  9. Director Compensation for 2025

    Director Compensation for 2025 The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2025.

  10. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Michael Idelchik(2) | 23,667 | - | 23,667 | | Jason Lloyd(3) | 48,167 | 105,604 | 153,771 | | Adrian Keppler | 71,000 | 93,918 | 164,918 | | Stefan Krause | 60,500 | 93,918 | 154,418 | | Kenneth Thieneman(3) | 34,167 | 105,604 | 139,771 |

  11. Director Compensation for 2025

    (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to our non-employee directors during the year ended December 31, 2025 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. As of December 31, 2025, our non-employee directors held the following unvested RSU awards:

  12. Director Compensation for 2025

    | Name | Unvested RSUs as of December 31, 2025 | | Michael Idelchik | — | | Jason Lloyd | 14,375 | | Adrian Keppler | 12,752 | | Stefan Krause | 12,752 | | Kenneth Thieneman | 34,167 |

  13. Director Compensation for 2025

    (2) Mr. Idelchik resigned from the Board in April 2025. His annual cash retainer was prorated and reflects his part-year service for the period from the beginning of the fiscal year through his resignation date. He did not receive RSUs for fiscal year 2025 because his service ceased before the annual grant. (3) Mr. Lloyd’s and Mr. Thieneman’s cash compensation reflects a prorated annual cash retainer based on their service from their respective appointment dates in April 2025 through the end of the fiscal year.

  14. OUR BOARD RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS II DIRECTORS

    OUR BOARD RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS II DIRECTORS

  15. Equity Compensation Program Design and Rationale

    Equity Compensation Program Design and Rationale The Company’s equity compensation program is designed to support the following key objectives: • Retention and recruitment of specialized talent: Equity awards are a core component of compensation given the Company’s need to attract and retain highly specialized engineering, development, and advanced manufacturing talent in a competitive market environment. • Broad-based employee participation: The Company’s equity program is designed to provide meaningful participation across a wide employee population, reinforcing alignment with long-term stockholder value creation. • Market-competitive compensation aligned with growth stage: Equity usage reflects the Company’s stage of development, hiring needs, and competitive positioning relative to similarly situated companies. • Disciplined share usage: Equity awards are managed with consideration of long-term program sustainability and stockholder dilution. Balanced consideration of dilution and program effectiveness: The Compensation Committee considers both the dilutive impact of equity awards and the importance of maintaining an effective long-term incentive program.

  16. Vesting Practices

    Vesting Practices Equity awards are generally structured to vest over multi-year periods. For ongoing equity awards, the Company may utilize periodic vesting schedules (such as quarterly vesting) to support retention and align with competitive market practices. The Compensation Committee believes this approach appropriately balances long-term alignment with the need to provide consistent retention incentives in a dynamic talent environment. In addition, the Compensation Committee may utilize targeted, performance-based equity awards in select circumstances to align executives with significant long-term value creation opportunities.

  17. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for the years ended December 31, 2025 and 2024, respectively.

  18. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Arun Jeldi | 2025 | 415,609 | 2,000(4) | 664,343 | — | 12,080 | 1,094,032 | | Chief Executive Officer | 2024(5) | 3,220 | — | — | — | 137 | 3,357 | | Bradley Kreger(6) | 2025 | 157,247 | — | 602,815 | — | 205,895 | 965,957 | | Former Chief Operating Officer | 2024 | 443,693 | — | — | — | 11,320 | 455,013 | | Hull Xu(7) | 2025 | 375,202 | 2,000(4) | 709,141 | — | 10,820 | 1,097,163 | | Former Chief Financial Officer | 2024 | 268,207 | — | 244,568 | — | 8,366 | 521,141 | | Bernard Chung(8) | 2025 | 147,049 | 2,000(4) | 312,342 | — | 5,354 | 466,745 | | Controller and Former Acting Chief Financial Officer | 2024 | 156,859 | — | — | — | 4,006 | 160,865 | | Michelle Sidwell | 2025 | 368,125 | 2,000(4) | 418,004 | 285,938 | 12,752 | 1,086,819 | | Chief Revenue Officer | | | | | | | |

  19. Summary Compensation Table for 2025

    (1) Amounts represent the aggregate grant date fair value of the RSUs awarded to the named executive officer during 2025 in accordance with FASB Accounting Standards Codification Topic 718. Such grant date fair market value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in the valuation of these RSUs are described in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) The amounts reported in the column represent incentive awards payable in cash. (3) The amounts reported in this column for each named executive officer for fiscal year 2025 represents Company matching contributions under our 401(k) plan and a monthly cell-phone allowance (which was discontinued in April 2025). The fiscal year 2025 amount reported in this column for Mr. Kreger also includes severance of $200,000. (4) Each named executive officer in service in December 2025 was awarded a $2,000 holiday bonus. (5) Mr. Jeldi was appointed Chief Executive Officer on December 24, 2024. (6) Mr. Kreger’s service as a director of the Company ended on April 22, 2025 and his employment with the Company as Chief Operating Officer ended on May 19, 2025. Mr. Kreger did not receive compensation for his service as a director. (7) Mr. Xu resigned as our Chief Financial Officer on December 31, 2025 and did not receive any severance benefits in connection with such resignation. Mr. Chung was appointed Acting Chief Financial Officer on December 31, 2025. While Mr. Chung’s annual base salary is $280,000, he received a base salary supplement of $10,000 per month during the period that he served as Acting Chief Financial Officer.

  20. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table presents, for each of our named executive officers, information regarding outstanding stock options and shares of restricted stock as of December 31, 2025.

  21. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards(1) | | | | | Number of Securities Underlying Unexercised Options | | | | Number of Shares | Market Value of Shares | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date | of Stock That have not Vested | of Stock that have not Vested | | Arun Jeldi(2) | 2/12/2025 | — | — | $— | — | 50,329 | $691,521 | | Bernard Chung(3) | 10/15/2025 | — | — | $— | — | 47,253 | $649,256 | | Michelle Sidwell(2) | 2/12/2025 | — | — | $— | — | 31,667 | $435,105 |

  22. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1) The market value of shares is based on our stock price as of December 31, 2025, which was $13.74 per share. (2) The stock award vests as to 1/4th of the total grant on February 15, 2026, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested. (3) The stock award vests as to 1/4th of the total grant on November 15, 2026, and thereafter 1/16th of the total grant vests quarterly until such time as the stock award is 100% vested.

  23. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s named executive officer compensation, refer to the Executive Compensation section of this Proxy Statement.

  24. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(2) | Summary Compensation Table Total for Second PEO(3) | Compensation Actually Paid to Second PEO(4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(7) | Net Income (thousands)(8) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $N/A | $N/A | $1,094,032 | $1,107,621 | $904,171 | $692,421 | $191 | $(71,362) | | 2024 | $455,013 | $465,073 | $3,356 | $3,356 | $341,003 | $250,256 | $144 | $(69,744) |

  25. PAY VERSUS PERFORMANCE

    (1) This column represents the amount of total compensation reported for Mr. Kreger (our former Chief Executive Officer) for fiscal year 2024 in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this Proxy Statement for fiscal year 2024. (2) This column represents the amount of “compensation actually paid” to Mr. Kreger, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kreger during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kreger’s total compensation for fiscal year 2024 to determine the “compensation actually paid” in fiscal year 20024:

  26. PAY VERSUS PERFORMANCE

    | Fiscal Year | First PEO | | | | | | Reported Summary Compensation Table Total (a) | Reported Summary Compensation Table Value of Equity Awards(b) | Adjusted Value of Equity Awards(c) | Compensation Actually Paid | | 2025 | $N/A | $N/A | $N/A | $N/A | | 2024 | $455,013 | $- | $10,060 | $465,073 |

  27. PAY VERSUS PERFORMANCE

    a. This column represents the amount of total compensation reported for Mr. Kreger for fiscal year 2024 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. b. This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for Mr. Kreger for fiscal year 2024. Please refer to the Summary Compensation Table section of this Proxy Statement. The amount in this column is replaced with the amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for fiscal year 2024. This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table in this Proxy Statement for fiscal year 2024. The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table of this Proxy Statement for Mr. Kreger to arrive at “compensation actually paid” to Mr. Kreger for fiscal year 2024. The adjusted amount is determined by adding (or subtracting, as applicable) the following for fiscal year 2024: (i) the fiscal year-end fair value of any equity awards granted in fiscal year 2024 that are outstanding and unvested as of the end of fiscal year 2024; (ii) the amount of change as of the end of fiscal year 2024 (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of fiscal year 2024; (iii) for awards that are granted and vest in fiscal year 2024, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during fiscal year 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in fiscal year 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for fiscal year 2024. The amounts added or subtracted to determine the adjusted amount for fiscal year 2024 are as follows:

  28. PAY VERSUS PERFORMANCE

    | First PEO |

  29. PAY VERSUS PERFORMANCE

    | Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2025 | $N/A | $N/A | $N/A | $N/A | $N/A | $N/A | $N/A | | 2024 | $- | $7,516 | $- | $2,543 | $- | $- | $10,060 |

  30. PAY VERSUS PERFORMANCE

    This column represents the amount of total compensation reported for Mr. Jeldi (our current Chief Executive Officer) for the applicable fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement for the applicable fiscal year. (4) This column represents the amount of “compensation actually paid” to Mr. Jeldi, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jeldi during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jeldi’s total compensation for the applicable fiscal year to determine the “compensation actually paid” in the applicable fiscal year, using the same adjustment methodology described above in Note 2(c):

  31. PAY VERSUS PERFORMANCE

    | Fiscal Year | Second PEO | | | | | | Reported Summary Compensation Table Total(a) | Reported Summary Compensation Table Value of Equity Awards(b) | Adjusted Value of Equity Awards(c) | Compensation Actually Paid | | 2025 | $1,094,032 | $664,343 | $677,932 | $1,107,621 | | 2024 | $3,356 | $- | $- | $3,356 |

  32. PAY VERSUS PERFORMANCE

    a. This column represents the amount of total compensation reported for Mr. Jeldi for the applicable fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table section of this Proxy Statement for the applicable fiscal year. The amount in this column is replaced with the amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year. This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table in this Proxy Statement for the applicable year determined using the same methodology described above in Note 2(c). The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table of this Proxy Statement for the applicable year for Mr. Jeldi to arrive at “compensation actually paid” to Mr. Jeldi for the applicable fiscal year. The amounts added or subtracted to determine the adjusted average adjusted amount for the applicable fiscal year are as follows:

  33. PAY VERSUS PERFORMANCE

    | Fiscal Year | Second PEO | | | | | | | | | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2025 | $677,932 | $— | $— | $— | $— | $— | $677,932 | | 2024 | $— | $— | $— | $— | $— | $— | $— |

  34. PAY VERSUS PERFORMANCE

    (5) This column represents the average of the amounts reported for the Company’s named executive officers as a group (excluding Messrs. Kreger and Jeldi for 2024, and Mr. Jeldi for 2025) (“Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement for the applicable fiscal year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2025, Michelle Sidwell, Bernard Chung, Bradley Kreger, and Hull Xu, (ii) for 2024, Hull Xu and Bernard Chung. (6) This column represents the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for the applicable fiscal year to determine the “compensation actually paid” in the applicable fiscal year, using the same adjustment methodology described above in Note 2(c):

  35. PAY VERSUS PERFORMANCE

    | Year | Average Non-PEO NEOs | | | | | | Average Reported Summary Compensation Table Total(a) | Average Reported Summary Compensation Table Value of Equity Awards(b) | Average Adjusted Value of Equity Awards(c) | Average Compensation Actually Paid | | 2025 | $904,171 | $510,576 | $298,826 | $692,421 | | 2024 | $341,003 | $122,284 | $31,537 | $250,256 |

  36. PAY VERSUS PERFORMANCE

    a. This column represents the average of the amounts of total compensation reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in the applicable fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. b. This column represents the average of the total amounts reported for the Non-PEO NEOs as a group in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table section of this Proxy Statement for the applicable fiscal year. The amount in this column is replaced with the amount reported under the Average Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year. This column represents an adjustment to the average of the amounts reported for the Non-PEO NEOs as a group in the “Stock Awards” column in the Summary Compensation Table in this Proxy Statement for the applicable fiscal year determined using the same methodology described above in Note 2(c). The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table of this Proxy Statement for the applicable fiscal year for each Non-PEO NEO to arrive at “compensation actually paid” to each Non-PEO NEO for the applicable fiscal year, which is then averaged to determine the average “compensation actually paid” to the Non-PEO NEOs for the applicable fiscal year. The amounts added or subtracted to determine the adjusted average adjusted amount for the applicable fiscal year are as follows:

  37. PAY VERSUS PERFORMANCE

    | Year | Average Non- PEO NEOs |

  38. PAY VERSUS PERFORMANCE

    | | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2025 | $633,876 | $- | $36,425 | $12,385 | $383,860 | $- | $298,826 | | 2024 | $19,298 | $4,189 | $12,592 | $1,924 | $6,466 | $- | $31,537 |

  39. PAY VERSUS PERFORMANCE

    Company total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for each measurement period beginning on the market close on the last trading day for fiscal year 2023 and through and including the end of the applicable fiscal year, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (8) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

  40. Description of the Information Presented in the Pay versus Performance Table

    Description of the Information Presented in the Pay versus Performance Table The Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative Company TSR The graph below illustrates the relationship between compensation actually paid (“CAP”) amounts for our First PEO and our Second PEO, on an aggregate basis (“Aggregated PEO CAP”), and average CAP amounts to our non-PEO NEOs and the Company’s TSR. Compensation Actually Paid and Company Net Income The graph below illustrates the relationship between Aggregated PEO CAP amounts and average CAP amounts to our non-PEO NEOs and the Company’s net income.