v3.26.1
Note 8 - Share-based Compensation
12 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 8.

Share-Based Compensation

 

Share-based compensation expense for fiscal 2026 and 2025 was $2,722,000 and $3,059,000, respectively, related to employee stock options, performance-based awards, restricted stock units and restricted stock awards. This expense is included in selling, general and administrative, research and development, and cost of sales expense in the Statements of Operations. As of June 30, 2026, the Company had $1,651,000 of unrecognized compensation expense related to non-vested equity awards, which is expected to be recognized over a weighted-average period of 2.05, 2.07 and 1.96 years related to restricted stock awards, restricted stock units, and employee stock options, respectively.

 

Equity plans: In November 2023, the Company’s shareholders approved the 2023 Equity Incentive Plan (the “2023 Plan”) which superseded the 2017 Omnibus Incentive Plan (the “2017 Plan”) and the 2014 Equity Incentive Plan (the “2014 Plan”). The 2023 Plan allows the Board to grant stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, as well as cash incentive awards to all employees, non-employee directors, and advisors or consultants of the Company. The vesting schedule and term for each award are determined by the Board upon each grant. Upon vesting, and the Company’s determination that any necessary conditions precedent to the exercise of shares (such as satisfaction of tax withholding and compliance with applicable legal requirements) have been satisfied, shares purchased are delivered to the participant in a manner prescribed or permitted by the Board. The maximum number of shares of common stock available for issuance under the 2023 Plan is (i) 850,000 new shares of common stock, (ii) up to 192,018 shares of common stock that remained available for issuance under the 2017 Plan as of the approval date of the 2023 Plan, and (iii) up to 360,856 shares of common stock that were subject to outstanding awards under the 2017 Plan as of the approval date of the 2023 Plan, which shares will be available for future grants under the 2023 Plan to the extent that, on or after the approval date of the 2023 Plan, such awards expire, are cancelled, are forfeited or are settled for cash. There were 721,444 shares available for grant under the 2023 Plan as of June 30, 2026.

 

Employee options: The Company has historically granted stock options to employees as long-term incentive compensation. Options expire ten years from the grant date and typically vest over a period of three years. There were 265,582 options granted under the 2017 Plan and prior plans outstanding as of June 30, 2026. There were 175,000 options granted as a standalone inducement outstanding as of June 30, 2026. There were 103,733 options issued under the 2023 Plan outstanding as of June 30, 2026.

 

The Company recognizes compensation expenses related to share-based payment transactions in the financial statements based on the estimated fair value of the award issued. The fair value of each option is estimated using the Black-Scholes pricing model at the time of award grant. The Company estimates the expected life of options based on the expected holding period by the option holder. The risk-free interest rate is based upon observed U.S. Treasury interest rates for the expected term of the options. The Company makes assumptions with respect to expected stock price volatility based upon the historical volatility of its stock price. Forfeitures are accounted for as they occur.

 

The following assumptions were used to estimate the fair value of options granted:

 

  

Year Ended June 30,

 
  

2026

  

2025

 

Risk-free interest rate

  3.80%  3.69 - 4.14%

Expected term (years)

  6   6 

Expected volatility

  54%  53%

 

 

The following table presents employee stock option activity for fiscal 2026 and 2025:

 

              

Weighted-

 
      

Weighted-

      

Average

 
      

Average

  

Weighted-

  

Remaining

 
  

Number of

  

Grant Date

  

Average

  

Contractual

 
  

Shares

  

Fair Value

  

Exercise Price

  

Life (in Years)

 

Options outstanding as of June 30, 2024

  635,073  $4.91  $8.49   6.40 

Granted

  62,432  $9.50  $17.43    

Exercised

  (84,895) $3.59  $5.91    

Canceled or forfeited

  (7,231) $5.79  $10.74    

Options outstanding as of June 30, 2025

  605,379  $5.56  $9.75   6.16 

Options exercisable as of June 30, 2025

  417,551  $4.90  $8.31   5.14 
                 

Granted

  58,500  $13.04  $23.95    

Exercised

  (114,576) $4.98  $8.42    

Canceled or forfeited

  (4,988) $12.17  $22.36    

Options outstanding as of June 30, 2026

  544,315  $6.43  $11.44   5.82 

Options exercisable as of June 30, 2026

  392,110  $5.28  $9.18   4.92 

 

 

The intrinsic value of a stock option is the amount by which the fair value of the underlying stock exceeds its exercise price. At June 30, 2026, the weighted average remaining contractual term for all outstanding stock options was 5.82 years and their aggregate intrinsic value was $16,799,000. Outstanding at June 30, 2026, were 544,315 stock options issued to employees, of which 392,110 were vested and exercisable and had an aggregate intrinsic value of $12,987,000.

 

Restricted stock: The 2023 Plan permits the Personnel and Compensation Committee of the Board to grant other stock-based awards, including shares of restricted stock. The Company makes restricted stock grants to key employees and non-employee directors that vest over six months to three years following the applicable grant date.

 

The Company issued restricted stock awards to employees consisting of 22,300 and 21,400 shares of common stock during fiscal 2026 and 2025, respectively, with vesting terms of three years and fair values of $23.95 and $17.25 per share, respectively. The Company issued restricted stock awards to directors consisting of 21,000 shares of common stock during fiscal 2026 and 2025, with vesting terms of six months and fair values of $27.42 and $30.78 per share, respectively. Restricted stock transactions during the years ended June 30, 2026, and 2025 are summarized as follows:

 

      

Weighted-Average

 
  

Shares of

  

Grant Date Fair

 
  

Restricted Stock

  

Value per Share

 

Unvested awards outstanding as of June 30, 2024

  22,627  $10.57 

Granted

  42,400  $23.95 

Vested

  (33,610) $23.14 

Canceled or forfeited

    $ 

Unvested awards outstanding as of June 30, 2025

  31,417  $15.18 

Granted

  43,300  $25.63 

Vested

  (35,942) $21.78 

Canceled or forfeited

    $ 

Unvested awards outstanding as of June 30, 2026

  38,775  $20.74 

 

 

 

Restricted stock units: The Company issued restricted stock units to employees during fiscal 2026 consisting of opportunities to receive up to 58,548 shares of common stock upon vesting, with vesting terms of three years and a weighted average fair value of $24.01 per share. Restricted stock unit transactions during the years ended June 30, 2026, and 2025 are summarized as follows:

 

 

      

Weighted-Average

 
  Shares Underlying  

Grant Date Fair

 
  Restricted Stock Units  

Value per Share

 

Unvested units outstanding as of June 30, 2024

    $ 

Granted

  69,102  $17.96 

Vested

    $ 

Canceled or forfeited

  (3,300) $17.25 

Unvested units outstanding as of June 30, 2025

  65,802  $17.99 

Granted

  58,548  $24.01 

Vested

  (21,722) $17.88 

Canceled or forfeited

  (8,473) $23.34 

Unvested units outstanding as of June 30, 2026

  94,155  $21.28 

 

 

 

Performance-based restricted stock units: The Company granted 175,000 performance-based restricted stock units (“PSUs”) to our President and Chief Executive Officer in connection with his commencement of service on July 1, 2023. The PSUs were eligible to vest and settle into shares of common stock based on the extent to which performance goals tied to the total shareholder return of our common stock (“TSR”) were achieved. TSR was evaluated from the initial grant date through the end of each subsequent fiscal quarter using the three-month volume-weighted average closing prices in accordance with the underlying award agreement. The PSUs were eligible to vest and settle into shares of common stock on a 1-for-1 basis with respect to one-half of the shares upon achieving a TSR of 50% and the remaining shares upon a TSR of 100%, in each case within four years of the date of grant. The grant date fair value of the awards was determined using a Monte Carlo valuation model with an expected term of four years. As of September 30, 2024, TSR exceeded the 50% target, resulting in a partial vesting and the issuance of 87,500 shares of common stock. As of December 31, 2024, TSR exceeded the 100% target, resulting in vesting and issuance of the remaining 87,500 shares of common stock. As a result of both vestings, unrecognized stock-based compensation expense totaling $575,000, which was set to be recognized in future periods, was recognized during the year ended June 30, 2025. Stock-based compensation expense recognized for the PSUs was $863,000 for the year ended June 30, 2025.

 

There were no performance-based restricted stock units issued or outstanding during the year ended  June 30, 2026.