Board, without members of management present, discusses the Compensation Committee’s recommendations and ultimately approves the compensation of our executive officers.
Base Salaries
On July 19, 2021, in connection with Mr. Suzuki’s appointment as Chief Executive Officer and the Suzuki Employment Agreement (as defined below), the Board of Directors approved a base salary of $350,000 for Mr. Suzuki. On March 1, 2022, the Compensation Committee recommended, and the Board of Directors approved, a 3% merit increase for Mr. Suzuki to a base salary of $360,500. On July 1, 2024, the Compensation Committee recommended, and the Board of Directors approved, a 6.8% merit increase for Mr. Suzuki to a base salary of $385,000. On July 1, 2025, the Compensation Committee recommended, and the Board of Directors approved, a 3.9% merit increase for Mr. Suzuki to a base salary of $400,000. On March 1, 2026, the Compensation Committee recommended, and the Board of Directors approved, a 6% merit increase for Mr. Suzuki to a base salary of $424,000.
On October 31, 2022, in connection with Mr. Malmanger’s appointment as the Chief Financial Officer and Secretary and the Malmanger Employment Agreement (as defined below), the Compensation Committee approved base salary of $235,000 for Mr. Malmanger. On January 9, 2024, the Compensation Committee recommended, and the Board of Directors approved, a 3.2% merit increase for Mr. Malmanger to a base salary of $242,520 beginning on February 1, 2024 and an additional increase of 3.1% to a base salary of $250,000 beginning on July 1, 2024. On April 1, 2025, the Compensation Committee recommended, and the Board of Directors approved, a 20% merit increase for Mr. Malmanger to a base salary of $300,000. On March 1, 2026, the Compensation Committee recommended, and the Board of Directors approved, a 5% merit increase for Mr. Malmanger to a base salary of $315,000.
On March 17, 2021, the Compensation Committee approved a base salary of $246,750 for Dr. Avanic. On March 1, 2022, the Compensation Committee recommended, and the Board of Directors approved, a 3% merit increase for Dr. Avanic to a base salary of $254,150. On March 1, 2026, the Compensation Committee recommended, and the Board of Directors approved, a 10% merit increase for Mr. Avanic to a base salary of $279,570.
Bonuses
2025 Bonuses
Each of our Named Executive Officers also participated in our Key Contributor Performance Program for fiscal year 2025 (the “2025 Key Contributor Performance Program”), which provided participants with an opportunity to earn an annual cash bonus based on the achievement of applicable financial and individual performance objectives that were reviewed and approved by the Board as a part of the annual budget process. Under the 2025 Key Contributor Performance Program, financial performance objectives were based on the Company’s 2025 consolidated operating income, adjusted to exclude Corporate and Engineering restricted stock unit expense (“operating income”), with a bonus payout at 100% of target for operating income at the target level, and an opportunity to earn a bonus of up to a maximum of up to 150% of target based upon operating income achievement above the target level. No bonus would be earned under the 2025 Key Contributor Performance Program for net income performance below the target level. Each participant’s target bonus opportunity for fiscal 2025 was established as a percentage of base salary (50% for Mr. Suzuki and 30% for Messrs. Malmanger and Avanic).
After reviewing the Company’s operating income performance for fiscal 2025 and the executives’ achievement of applicable individual performance objectives, the Compensation Committee and the Board approved the bonus amounts payable to participating executives under the 2025 Key Contributor Performance Program. The bonuses earned by our Named Executive Officers under the 2025 Key Contributor Performance Program, which were paid following determination of performance achievement in 2026, are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for fiscal year 2025.
Additionally, on December 30, 2025, the Compensation Committee and the Board approved the payment of a cash bonus of $3,667 to Mr. Suzuki in light of his contribution to certain patents relating to the Company. This bonus is reported in the Bonus column of the Summary Compensation Table for fiscal year 2025.
2024 Bonuses
Each of our Named Executive Officers also participated in our Key Contributor Performance Program for fiscal year 2024 (the “2024 Key Contributor Performance Program”), which provided participants with an opportunity to earn an annual cash bonus based on the achievement of applicable financial and individual performance objectives that
