Independent
Tenure on this board
8.7 yrs
3 nominees · 3 ballot items.
Elect three Class I directors (Faisal G. Sukhtian, Yezan Haddadin, Kurt J. Hilzinger); ratify KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026; and a non-binding advisory (say-on-pay) vote on the compensation of the Company’s named executive officers.
Elect three Class I directors (Faisal G. Sukhtian, Yezan Haddadin and Kurt J. Hilzinger) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
A non-binding advisory vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management advances the proposal under the SEC-mandated “say-on-pay” framework to provide stockholders a regular opportunity to express their view on overall NEO compensation, rather than on specific elements. The Board and Compensation Committee assert the program is designed to attract, retain and reward executives through a mix of base salary, annual cash bonuses tied to performance, long-term equity incentives (including inducement option awards such as the CEO’s 800,000-share option), and retirement and benefit arrangements. The Company notes prior governance choices — including severance/change-in-control protections, the post-termination exercise period extension policy, and recent one-time option grants to directors — that materially affect realized pay and may be considered by voters. Although advisory and non-binding, the Board states it will consider the outcome in future compensation design and decisions; the filing also notes stockholders last approved the frequency of say-on-pay votes in 2022 and that the next vote on frequency will occur no later than 2028. Given the company’s recent history of significant net losses, substantial equity awards and severance payouts disclosed in the Pay Versus Performance section, stockholders will likely weigh alignment between pay and long-term performance when deciding how to vote. Management frames the proposal as a means to confirm that compensation policies remain competitive and aligned with stockholder interests, while critics may view the size and timing of certain equity awards and severance payments as governance risks that can dilute alignment. The Compensation Committee’s engagement of an independent consultant (Mercer) and its regular review of pay practices constitute the board’s primary rationale for recommending support, but the advisory nature of the vote means future adjustments will be driven by both the vote outcome and ongoing governance review.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 3.4% | 4,168,000 | $858K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.6% | 1,967,160 | $405K |
| 3 | GILPIN WEALTH MANAGEMENT, LLC | 0.5% | 600,162 | $124K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 502,324 | $103K |
| 5 | COMMONWEALTH EQUITY SERVICES, LLC | 0.4% | 470,000 | $97K |
| 6 | BlackRock, Inc. | 0.3% | 316,820 | $65K |
| 7 | Warberg Asset Management LLC | 0.2% | 275,000 | $56K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.2% | 255,157 | $53K |
| 9 | NINE MASTS CAPITAL Ltd | 0.2% | 232,546 | $48K |
| 10 | Connective Capital Management, LLC | 0.2% | 200,000 | $41K |
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