Note 15 - Related Party |
12 Months Ended |
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Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Related Party Transactions Disclosure [Text Block] |
Note 15. Related Party
Consulting Agreement
On October 18, 2025, the Company entered into a consulting agreement (the “Agreement”) with Dedication Capital, LLC (“Dedication Capital”), an affiliate of Steven F. Mayer, a member of the board of directors (the “Board”) of the Company. Pursuant to the Agreement, Mr. Mayer, the chief executive officer of Dedication Capital, was appointed as Transformation Board Sponsor, providing consulting services to the Company over a period of year. Mr. Mayer’s services will include, among other things, responsibility for leading the Company’s planning and execution of certain strategic, organizational, cultural, and operational initiatives and transformation in consultation with the Company’s Chief Executive Officer (“CEO”), onboarding the CEO and consulting with the CEO on other matters, and establishing the composition and duties of a transformation office.
In consideration for the services to be provided to the Company, Dedication Capital and Mr. Mayer will receive (i) a base consulting fee of $600,000 per year (ii) a cash incentive award for fiscal year 2026 and the first 3 ½ months of fiscal 2027 totaling up to $750,000, where $375,000 is guaranteed, and (iii) equity awards granted to Mr. Mayer consisting of (a) 1.25 million restricted stock awards (“RSAs”) with a grant date fair value of $1.5 million and (b) 1.25 million performance-based stock awards (“PRSA”) with a grant date fair value of $0.9 million. The RSAs will vest year from the grant date and no later than November 28, 2026, and the PRSAs will be eligible to vest based on the Company’s stock price performance over an approximately -year performance period ending on September 30, 2031.
The Company recorded $0.5 million for consulting fees and the incentive target bonus for services provided by Dedication Capital and Mr. Mayer during the year ended June 30, 2026. The Company recorded $1.6 million in stock compensation expense during the year ended June 30, 2026, respectively, for the RSA and PRSAs. The Company includes the consulting fees and incentive target bonus provided by Mr. Mayer in restructuring expenses as these expenses are directly tied to the execution of the FY26 Restructuring Plan (as defined in Note 7). The Company includes expenses for the RSAs and PRSAs in stock-based compensation expenses.
On April 1, 2026, the Company amended the Agreement (the “Amended Agreement”). The Amended Agreement reduced the following by fifty percent: (1) the base consulting fee for the period of March 31, 2026 through October 31, 2026, (2) the minimum amount payable under the guaranteed cash incentive award for the period ended June 30, 2026, and (3) the minimum guaranteed mid-year cash incentive award for the period ended September 30, 2026. In addition, the Company accelerated 0.9 million of the RSAs to vest on April 1, 2026, and the remaining shares will vest on October 31, 2026.
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