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Stock Incentive Plan
12 Months Ended
Jun. 30, 2025
Stock Incentive Plan  
Stock Incentive Plan

9.   Stock Incentive Plan

In March 2008, our Board of Directors and stockholders adopted the 2008 Incentive Plan (the “Incentive Plan”). The Incentive Plan provides directors, officers, employees and consultants to the Company with opportunities to purchase common stock pursuant to options that may be granted and receive grants of restricted stock and other stock-based awards granted, from time to time by the Board of Directors or a committee approved by the Board. The Incentive Plan provides for grants of stock options, stock awards and other incentives for up to 6,630,000 shares. There were 4,481,620 Class A shares available for grant pursuant to the Incentive Plan as of June 30, 2025.

Restricted Stock Units

In fiscal year 2024, our Board of Directors approved grants of 600,000 restricted stock units (“RSUs”) to certain officers of the Company, pursuant to the Company's Incentive Plan and the RSU award agreements. Each RSU represents the right to receive a share of our common stock upon vesting. Certain RSUs are subject to time-based vesting, and certain RSUs are subject to performance-based vesting. The time-based RSUs vest in five equal annual amounts on each anniversary of the February 2024 grant date, subject to continued employment through the applicable vesting date. The performance-based RSUs granted in fiscal year 2024 vest on the fourth anniversary of the July 2023 grant date and on the fifth anniversary of the February 2024 grant date, respectively, subject to continuation of employment on such dates, in increments of 10% (but no less than 20%) (with linear interpolation between increments) based upon the arithmetic average of the Company’s closing stock price per share for each trading day in the 90-calendar day period ending on the vesting date (the “90-Day Average”). None of the RSUs will vest if the 90-Day Average is below $20, and 100% of the RSUs will vest if the 90-Day Average is $60 or above. In the event of a change in control of the Company, following which either (i) 100% of the shares of stock cease to be traded on a nationally recognized stock exchange and the Company is no longer listed on any such exchange or (ii) the holder is terminated by the Company without cause or resigns for good reason within 12 months following such change in control, all unvested RSUs will immediately vest in full.

During the year ended June 30, 2025, 30,000 time-based RSUs vested. The fair value of the time-based RSUs that vested was $711, and there were no excess tax benefits recognized on the vesting of these RSUs. As of June 30, 2025, a total of 570,000 RSUs remained outstanding and unvested.

We used Monte Carlo simulation models to determine the grant date fair values of the performance-based RSUs. Assumptions used by the models were based on information as of the grant date and included a risk-free rate of return, expected volatility and an expected dividend yield. The risk-free rate of return is based on U.S. treasury yields for bonds with similar maturities. Expected volatility is based on the historical volatility of the Company’s common stock. The expected dividend yield considers estimated annual dividends and the grant date share price of the underlying common stock.

The fair value of the time-based RSUs is equal to the closing market price of the underlying common stock on the grant date, less the present value of expected dividends over the vesting period.

The weighted-average grant date fair value of the RSUs granted in 2024 was $5.44 per share. We recognize stock-based compensation expense for the RSUs on a straight-line basis over the vesting periods. Stock-based compensation expense related to RSUs was $717, $475, and $0 for the years ended June 30, 2025, 2024 and 2023, respectively. At June 30, 2025, there was $2,071 of unrecognized compensation expense related to the RSUs, which will be recognized over a weighted-average period of 3.1 years.

Subsequent Event

On August 15, 2025, the Company, granted 113,847 time-based RSUs with a fair value of $2,868 to certain senior-level employees. These RSUs vest in three equal annual amounts on each anniversary of August 1, 2025, subject to continued employment through the applicable vesting date, and the related compensation expense will be recognized on a straight-line basis over the three-year vesting period based on the grant date fair value.