Definitive proxy statements

Pay vs Performance Disclosure

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Pay vs Performance Disclosure - USD ($)
 4 Months Ended 8 Months Ended 12 Months Ended
Jun. 30, 2025
Mar. 09, 2025
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
Fiscal Year   Summary Compensation Table Total for PEO 1 - Vanka(1)     Summary Compensation Table Total for PEO 2 – Dutt(1)     Compensation Actually Paid to PEO 1 - Vanka(2)     Compensation
Actually
Paid to PEO 2 – Dutt(2) 		    Average
Summary
Compensation
Table
Total
for
Non-PEO
Named
Executive Officers(3)		     Average Compensation
Actually Paid to Non-PEO
Named
Executive Officers(2)		     Value of
Initial Fixed
$100
Investment
Based on
Total
Shareholder Return(4)		     Net Loss (in millions)(5)  
(a)   (b)     (b)     (c)     (c)     (d)     (e)     (f)     (g)  
2025   $ 400,000     $ 386,250     $ 400,000     $ (30,186 )   $ 308,550     $ 242,742     $ 62.9     $ 6.7  
2024     -     $ 859,155       -     $ 751,681     $ 406,557     $ 329,546     $ 129.6     $ 8.3  
2023     -     $ 667,777       -     $ 677,655     $ 362,573     $ 371,343     $ 176.6     $ 7.7  
   
Named Executive Officers, Footnote [Text Block]    

 

(3) Mr. Charles A. Scheiwe, our former Chief Financial Officer, and Mr. Mason comprised the non-PEO NEOs for fiscal year ended June 30, 2023. On March 1, 2024, Mr. Scheiwe stepped down as the Company’s Chief Financial Officer and Corporate Secretary. For purposes of this disclosure, the non-PEOs for fiscal year ended June 30, 2024 comprised of Mr. Schiewe, Mr. Royal and Mr. Mason. Mr. Mason and Mr. Royal comprised the non-PEO NEOs for fiscal year ended June 30, 2025.
   
Non-PEO NEO Average Total Compensation Amount [1]     $ 308,550 $ 406,557 $ 362,573
Non-PEO NEO Average Compensation Actually Paid Amount [2]     $ 242,742 329,546 371,343
Reconciliation of Total Compensation per SCT to CAP is as follows:    

Reconciliation of Total Compensation per SCT to CAP is as follows:

 

    Fiscal Year 2025     Fiscal Year 2024     Fiscal Year 2023  
    PEO 1 - Vanka     PEO 2 –
Dutt		     Average for Non-PEO
NEOs		     PEO 2 –
Dutt		     Average for Non-PEO
NEOs		     PEO 2 –
Dutt		     Average for Non-PEO
NEOs		  
Summary Compensation Total   $ 400,000     $ 386,250     $ 308,550     $ 859,155     $ 406,557     $ 667,777     $ 362,573  
Deduction Amounts Reported under the “Stock Awards” and “Option Awards” in the SCT     -       -       -       (484,155 )     (136,490 )     (230,542 )     (110,511 )
Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year     -       -       -       485,539       96,831       256,560       122,982  
Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year     -       -       (54,312 )     (81,391 )     (11,182 )     8,022       6,456  
Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year     -       (7,650 )     (11,496 )     (27,467 )     (26,170 )     4,784       2,011  
Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year     -       (408,786 )     -       -       -       (28,946 )     (12,168 )
Compensation Actually Paid   $ 400,000     $ (30,186 )   $ 242,742   $ 751,681   $ 329,546   $ 677,655     $ 371,343  
   
Equity Valuation Assumption Difference, Footnote [Text Block]    
(4) Represents Total Shareholder Return (“TSR”) calculated for each fiscal year representing overall appreciation in $100 of investment in the Company stock during the respective one-year period.
   
Compensation Actually Paid vs. Total Shareholder Return    

Compensation Actually Paid and Cumulative TSR

 

The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our cumulative TSR during the applicable year over the three fiscal-year period from 2023 through 2025:

 

    
Compensation Actually Paid vs. Net Income    

Compensation Actually Paid and Net Income (Loss)

 

The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our net income (loss) during the applicable year over the three fiscal-year period from 2023 through 2025:

 

 

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.

    
Total Shareholder Return Amount [3]     $ 62.9 129.6 176.6
Net Income (Loss) Attributable to Parent [4]     $ 6,700,000 $ 8,300,000 $ 7,700,000
PEO Name Vanka Dutt   Dutt Dutt
Additional 402(v) Disclosure    

Required Disclosure of the Relationship Between Compensation Actually Paid And Financial Performance Measures

 

As required by Item 402(v) of Regulation S-K, we are providing the following information to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years. Under Item 402(v)(8), smaller reporting companies must provide this relationship description for the following performance measures:

 

● Cumulative TSR for the Company shown in Column (f); and
● The Company’s net income (loss) shown in column (g).
   
Deduction Amounts Reported under the "Stock Awards" and "Option Awards" in the SCT [Member] | Peo 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Deduction Amounts Reported under the "Stock Awards" and "Option Awards" in the SCT [Member] | Peo 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ (484,155) $ (230,542)
Deduction Amounts Reported under the "Stock Awards" and "Option Awards" in the SCT [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (136,490) (110,511)
Add Fair Value Asof End Covered Fiscal Year Of All Awards Granted During Covered Fiscal Year Outstanding And Unvested As Af Endof Covered Fiscal Year [Member] | Peo 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Add Fair Value Asof End Covered Fiscal Year Of All Awards Granted During Covered Fiscal Year Outstanding And Unvested As Af Endof Covered Fiscal Year [Member] | Peo 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     485,539 256,560
Add Fair Value Asof End Covered Fiscal Year Of All Awards Granted During Covered Fiscal Year Outstanding And Unvested As Af Endof Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     96,831 122,982
Add Amount Equal to Change as of End of Covered Fiscal Year in Fair Value (Whether Positive or Negative) of Any Awards Granted in Any Prior Fiscal Year Outstanding and Unvested as of End of Covered Fiscal Year [Member] | Peo 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Add Amount Equal to Change as of End of Covered Fiscal Year in Fair Value (Whether Positive or Negative) of Any Awards Granted in Any Prior Fiscal Year Outstanding and Unvested as of End of Covered Fiscal Year [Member] | Peo 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (81,391) 8,022
Add Amount Equal to Change as of End of Covered Fiscal Year in Fair Value (Whether Positive or Negative) of Any Awards Granted in Any Prior Fiscal Year Outstanding and Unvested as of End of Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (54,312) (11,182) 6,456
Add Amount Equal to Change as of Vesting Date in Fair Value of Any Awards Granted in Any Prior Fiscal Year for which All Applicable Vesting Conditions were Satisfied at End of or During Covered Fiscal Year [Member] | Peo 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Add Amount Equal to Change as of Vesting Date in Fair Value of Any Awards Granted in Any Prior Fiscal Year for which All Applicable Vesting Conditions were Satisfied at End of or During Covered Fiscal Year [Member] | Peo 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (7,650) (27,467) 4,784
Add Amount Equal to Change as of Vesting Date in Fair Value of Any Awards Granted in Any Prior Fiscal Year for which All Applicable Vesting Conditions were Satisfied at End of or During Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (11,496) (26,170) 2,011
Subtract, for Any Awards Granted in Any Prior Fiscal Year that Fail to Meet Applicable Vesting Conditions During Covered Fiscal Year, Amount Equal to Fair Value at End of Prior Fiscal Year [Member] | Peo 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount        
Subtract, for Any Awards Granted in Any Prior Fiscal Year that Fail to Meet Applicable Vesting Conditions During Covered Fiscal Year, Amount Equal to Fair Value at End of Prior Fiscal Year [Member] | Peo 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (408,786) (28,946)
Subtract, for Any Awards Granted in Any Prior Fiscal Year that Fail to Meet Applicable Vesting Conditions During Covered Fiscal Year, Amount Equal to Fair Value at End of Prior Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (12,168)
Peo 1 [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [5]     400,000
PEO Actually Paid Compensation Amount [2]     400,000
Peo 2 [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount [5]     386,250 859,155 667,777
PEO Actually Paid Compensation Amount [2]     (30,186) 751,681 677,655
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Non-PEO NEO Average Total Compensation Amount     308,550 406,557 362,573
Non-PEO NEO Average Compensation Actually Paid Amount     $ 242,742 $ 329,546 $ 371,343
[1] Mr. Charles A. Scheiwe, our former Chief Financial Officer, and Mr. Mason comprised the non-PEO NEOs for fiscal year ended June 30, 2023. On March 1, 2024, Mr. Scheiwe stepped down as the Company’s Chief Financial Officer and Corporate Secretary. For purposes of this disclosure, the non-PEOs for fiscal year ended June 30, 2024 comprised of Mr. Schiewe, Mr. Royal and Mr. Mason. Mr. Mason and Mr. Royal comprised the non-PEO NEOs for fiscal year ended June 30, 2025.
[2] The dollar amounts reported in column (c) represent the amount of CAP to Mr. Vanka and Mr. Dutt, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding, in the case of 2025, Mr. Vanka and Mr. Dutt, and in the case of 2024 and 2023, Mr. Dutt), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect compensation actually earned, realized or received by the Company’s NEOs. CAP reflects the exclusions and inclusions of certain amounts for the PEOs and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
[3] Represents Total Shareholder Return (“TSR”) calculated for each fiscal year representing overall appreciation in $100 of investment in the Company stock during the respective one-year period.
[4] Amounts represent the net loss reflected in the Company’s consolidated audited financial statements for the applicable fiscal year.
[5] The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Vanka (our current Chief Executive Officer since March 10, 2025) (“PEO 1”) and Mr. Dutt (our former Chief Executive Officer who retired from that position on March 10, 2025) (“PEO 2”), respectively, for each corresponding year in the “Total” column of the SCT.