Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance Disclosure
As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act (as defined below), we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and average “compensation actually paid” (“CAP”) to each of our NEOs and the financial performance of the Company for the Company’s fiscal years ended June 30, 2023 (“Fiscal 2023”) a nd Jun e 30, 2022 (“Fiscal 2022”), in each case calculated in a manner consistent with SEC rules.
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Summary
Compensation
Table Total
for PEO(1) |
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Compensation
Actually Paid
to PEO(1)(2) |
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Average Summary Compensation Table Total for Non-PEO
NEOs(2)(3) |
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Average Compensation Actually Paid to Non-PEO
NEOs(2)(3) |
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Value of
Initial
Fixed $100
Investment
Based
On(4):
Total
Shareholder
Return |
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Net
Income
(loss) (in
thousands) |
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2023 |
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$ |
918,725 |
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$ |
701,866 |
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$ |
469,457 |
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$ |
360,893 |
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$ |
(79.44 |
) |
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$ |
(14,901 |
) |
2022 |
|
$ |
799,964 |
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|
$ |
(176,698 |
) |
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$ |
456,476 |
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$ |
(39,270 |
) |
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$ |
(71.36 |
) |
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$ |
(18,208 |
) |
| (1) |
The PEO reflected in these columns for Fiscal 2023 and Fiscal 2022 is Dr. Jerel A. Banks, M.D. Ph.D. |
| (2) |
CAP to our PEO and Non-PEO NEO (Megan Boston, our Executive Director) is calculated based on the “Total Compensation” reported in the Summary Compensation Table (“SCT”) for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as follows. Portions of Ms. Boston’s compensation were paid in Australian dollars and have been converted to U.S. dollars using the applicable conversion rates set forth in footnotes 1 and 4 to the SCT. |
PEO SCT Total to CAP Reconciliation:
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Deductions
from SCT
Total(i) |
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Additions to SCT Total(ii) |
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Fair
Value of
Current
Year
Equity
Awards
for Fiscal
Year 2023 |
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Change in
Value of
Prior
Years’
Awards
Unvested
for Fiscal
Year 2023 |
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Change in
Value of
Prior
Years’
Awards
that Vested
in Fiscal
Year 2023 |
|
2023 |
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$ |
918,725 |
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$ |
70,657 |
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$ |
74,271 |
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$ |
(230,188 |
) |
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$ |
9,715 |
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$ |
701,866 |
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2022 |
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$ |
799,964 |
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$ |
0 |
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$ |
0 |
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$ |
(867,266 |
) |
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$ |
(109,396 |
) |
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$ |
(176,698 |
) |
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
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Summary
Compensation
Table
(“SCT”) Total |
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Fair
Value of
Current
Year
Equity
Awards
for Fiscal
Year 2023 |
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Change in
Value of
Prior
Years’
Awards
Unvested
for Fiscal
Year 2023 |
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Change in
Value of
Prior
Years’
Awards
that Vested
in Fiscal
Year 2023 |
|
2023 |
|
$ |
469,457 |
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$ |
30,289 |
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$ |
31,839 |
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$ |
(114,972 |
) |
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$ |
4,858 |
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$ |
360,893 |
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2022 |
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$ |
456,476 |
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$ |
0 |
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$ |
0 |
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$ |
(435,106 |
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$ |
(60,640 |
) |
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$ |
(39,270 |
) |
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(i) |
Represents the grant date fair value of equity-based awards granted each year as reported i n the Summary Compensation Table for the applicable fiscal year. The fair values of equity compensation, including such amounts descri be d in the tabl es above, are calculated in accordance with FASB ASC |
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Topic 718. All assumptions made in the valuations are contained and described in Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2023 included in the Annual Report. |
We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed.
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(ii) |
Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the PEO. |
| (3) |
The non-PEO NEO reflected in these columns, and our only non-PEO for the covered fiscal years, is Megan Boston (Executive Director). |
| (4) |
Represents cumulative total return to holders of our common stock from June 30, 2021 (the last trading day before Fiscal 2022) through June 30, 2023 (the last trading day of the covered period), calculated from the market close on the last trading day before Fiscal 2022 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated. The total shareholder return for each investment assumes that $100 was invested in our common stock and the respective index on June 30, 2021 through June 30, 2023, including reinvestment of any dividends (of which none were paid during this period). |
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| Named Executive Officers, Footnote |
The non-PEO NEO reflected in these columns, and our only non-PEO for the covered fiscal years, is Megan Boston (Executive Director).
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| PEO Total Compensation Amount |
$ 918,725
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$ 799,964
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| PEO Actually Paid Compensation Amount |
$ 701,866
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(176,698)
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| Adjustment To PEO Compensation, Footnote |
PEO SCT Total to CAP Reconciliation:
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Deductions
from SCT
Total(i) |
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Additions to SCT Total(ii) |
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Fair
Value of
Current
Year
Equity
Awards
for Fiscal
Year 2023 |
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Change in
Value of
Prior
Years’
Awards
Unvested
for Fiscal
Year 2023 |
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Change in
Value of
Prior
Years’
Awards
that Vested
in Fiscal
Year 2023 |
|
2023 |
|
$ |
918,725 |
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$ |
70,657 |
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$ |
74,271 |
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$ |
(230,188 |
) |
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$ |
9,715 |
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$ |
701,866 |
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2022 |
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$ |
799,964 |
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$ |
0 |
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$ |
0 |
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$ |
(867,266 |
) |
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$ |
(109,396 |
) |
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$ |
(176,698 |
) |
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(i) |
Represents the grant date fair value of equity-based awards granted each year as reported i n the Summary Compensation Table for the applicable fiscal year. The fair values of equity compensation, including such amounts descri be d in the tabl es above, are calculated in accordance with FASB ASC |
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Topic 718. All assumptions made in the valuations are contained and described in Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2023 included in the Annual Report. |
We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed.
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(ii) |
Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the PEO. |
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| Non-PEO NEO Average Total Compensation Amount |
$ 469,457
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456,476
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 360,893
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(39,270)
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| Adjustment to Non-PEO NEO Compensation Footnote |
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
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Summary
Compensation
Table
(“SCT”) Total |
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Fair
Value of
Current
Year
Equity
Awards
for Fiscal
Year 2023 |
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|
Change in
Value of
Prior
Years’
Awards
Unvested
for Fiscal
Year 2023 |
|
|
Change in
Value of
Prior
Years’
Awards
that Vested
in Fiscal
Year 2023 |
|
2023 |
|
$ |
469,457 |
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$ |
30,289 |
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$ |
31,839 |
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$ |
(114,972 |
) |
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$ |
4,858 |
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$ |
360,893 |
|
2022 |
|
$ |
456,476 |
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$ |
0 |
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$ |
0 |
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$ |
(435,106 |
) |
|
$ |
(60,640 |
) |
|
$ |
(39,270 |
) |
| |
(i) |
Represents the grant date fair value of equity-based awards granted each year as reported i n the Summary Compensation Table for the applicable fiscal year. The fair values of equity compensation, including such amounts descri be d in the tabl es above, are calculated in accordance with FASB ASC |
| |
Topic 718. All assumptions made in the valuations are contained and described in Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2023 included in the Annual Report. |
We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed.
| |
(ii) |
Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the PEO. |
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| Compensation Actually Paid vs. Total Shareholder Return |
In Fiscal 2023, there was an inverse relationship between our total shareholder return compared to our PEO CAP and our average non-PEO NEO CAP, and there was a direct relationship between our net income compared to our PEO CAP and our average non-PEO NEO CAP. Our total shareholder return decreased by approximately 11% as compared to Fiscal 2022. Our net income between Fiscal 2022 and Fiscal 2023 decreased by approximately 5%. Our PEO CAP increased by approximately 497% and our average non-PEO NEO CAP increased by approximately 1,019%, in each case as compared to Fiscal 2022. In Fiscal 2022, there was a direct relationship between our total shareholder return and net income, compared to our PEO CAP and average non-PEO NEO CAP, all of which were negative in Fiscal 2022. Our total shareholder return decreased by approximately 42% as compared to Fiscal 2021. Our net income between Fiscal 2021 and Fiscal 2022 decreased by approximately 31%. And our PEO CAP and average non-PEO NEO CAP each decreased by approximately 110% and 104%, respectively, as compared to Fiscal 2021. |
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| Compensation Actually Paid vs. Net Income |
In Fiscal 2022, there was a direct relationship between our total shareholder return and net income, compared to our PEO CAP and average non-PEO NEO CAP, all of which were negative in Fiscal 2022. Our total shareholder return decreased by approximately 42% as compared to Fiscal 2021. Our net income between Fiscal 2021 and Fiscal 2022 decreased by approximately 31%. And our PEO CAP and average non-PEO NEO CAP each decreased by approximately 110% and 104%, respectively, as compared to Fiscal 2021. |
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| Total Shareholder Return Amount |
$ (79.44)
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(71.36)
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| Net Income (Loss) |
$ (14,901,000)
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(18,208,000)
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| PEO Name |
Dr. Jerel A
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| PEO | Deductions from SCT [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 70,657
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0
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| PEO | Fair Value of Current Year Equity Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
74,271
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0
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| PEO | Change in Value of Prior Years Awards Unvested [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(230,188)
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(867,266)
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| PEO | Change in Value of Prior Years Awards that Vested [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
9,715
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(109,396)
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| Non-PEO NEO | Deductions from SCT [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
30,289
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0
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| Non-PEO NEO | Fair Value of Current Year Equity Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
31,839
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0
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| Non-PEO NEO | Change in Value of Prior Years Awards Unvested [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(114,972)
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(435,106)
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| Non-PEO NEO | Change in Value of Prior Years Awards that Vested [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 4,858
|
$ (60,640)
|