Northern Technologies International Corp DEF 14A, filed Dec 1, 2025

Northern Technologies International Corp (NTIC)

DEF 14A 2025-12-01 For: 2026-01-16

View Original

Added on June 12, 2026

About this DEF 14A

Northern Technologies International Corp filed this DEF 14A on December 1, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

PROXY STATEMENT SUMMARY	3
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	14
Date, Time, Place and Purposes of Meeting	14
Who Can Vote	14
How You Can Vote	14
How Does the Board Recommend that You Vote	16
How You May Change Your Vote or Revoke Your Proxy	16
Quorum Requirement	16
Vote Required	17
Other Business	18
Procedures at the Annual Meeting	18
Householding of Annual Meeting Materials	18
Proxy Solicitation Costs	19
PROPOSAL ONE—ELECTION OF DIRECTORS	20
Number of Directors	20
Nominees for Director	20
Information about Current Directors and Board Nominees	20
Additional Information about Current Directors and Board Nominees	21
Board Recommendation	24
PROPOSAL TWO—ADVISORY VOTE ON EXECUTIVE COMPENSATION	25
Introduction	25
Why You Should Vote in Favor of Our Say-on-Pay Vote	25
Proposed Resolution	26
Next Say-on-Pay Vote	26
Board Recommendation	26
PROPOSAL THREE—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	27
Background	27
Reasons for an Annual Say-on-Pay Vote Recommendation	27
Board Recommendation	28
PROPOSAL FOUR—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	29
Appointment of Independent Registered Public Accounting Firm	29
Audit, Audit-Related, Tax and Other Fees	29
Audit Committee Pre-Approval Policies and Procedures	30
Board Recommendation	30
STOCK OWNERSHIP	31
Beneficial Ownership of Significant Stockholders and Management	31
Stock Ownership Guidelines	33
Securities Authorized for Issuance Under Equity Compensation Plans	33
CORPORATE GOVERNANCE	35
Governance Best Practices	35
Corporate Governance Guidelines	36
Board Leadership Structure	36
Director Independence	37
Board Meetings and Attendance	37

Board Committees	37
Audit Committee	37
Compensation Committee	39
Nominating and Corporate Governance Committee	41
Director Nominations Process	42
Board Oversight of Risk	43
Board Oversight of Strategy	44
Board and Board Committee Evaluations	44
Code of Ethics	45
No Political Contributions	45
Policy Regarding Director Attendance at Annual Meetings of Stockholders	45
Complaint Procedures	45
Stockholder Engagement	45
Process Regarding Stockholder Communications with Board of Directors	46
DIRECTOR COMPENSATION	47
Summary of Cash and Other Compensation	47
Non-Employee Director Compensation Program	48
Consulting Agreement	50
EXECUTIVE COMPENSATION	51
Compensation Review	51
Summary of Cash and Other Compensation	61
Outstanding Equity Awards at Fiscal Year End	62
Policies and Practices Related to the Grant of Certain Equity Awards Close to Time to the Release of Material Nonpublic Information	63
Stock Incentive Plans	63
Post-Termination Severance and Change in Control Arrangements	65
Compensation Committee Interlocks and Insider Participation	67
Pay Versus Performance Disclosure	68
RELATED PERSON RELATIONSHIPS AND TRANSACTIONS	73
Introduction	73
Procedures Regarding Approval of Related Party Transactions	73
Description of Related Party Transactions	74
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS	75
FISCAL 2025 ANNUAL REPORT	75

2026 ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME	Proposal	Board’s Vote Recommendation	Page
Friday, January 16, 2026 8:00 a.m. (Central Time)	Proposal One: Election of directors	FOR	20
LOCATION	Proposal Two: Advisory vote on executive compensation	FOR	25
4201 Woodland Road Circle Pines, MN 55014	Proposal Three: Advisory vote on frequency of advisory vote on executive compensation	ONE YEAR	27
RECORD DATE November 18, 2025	Proposal Four: Ratification of appointment of independent registered public accounting firm	FOR	29

FINANCIAL
Net Sales	Our net sales were $84.2 million during fiscal 2025, a slight decrease from last fiscal year’s record net sales.

Net Income Attributable to NTIC	Reflecting a challenging macroenvironment, our net income attributable to NTIC decreased to $18,000, or $0.00 per diluted common share, for fiscal 2025 compared to $5.4 million, or $0.55 per diluted common share, for fiscal 2024. This decrease was primarily due to increases in operating expenses, decreases in gross margin and income from our joint venture operations and the other expense incurred as a result of a Chinese Customs issue and was partially offset by a one-time employee retention credit payment.

Quarterly Cash Dividends	While we paid a quarterly cash dividend of $0.07 per share for the first and second quarters of fiscal 2025, we reduced our quarterly cash dividend to $0.01 per share for the third and fourth quarters of fiscal 2025 to conserve cash resources.

OPERATIONAL
15 Joint Ventures	Our 15 active joint ventures provide us with access to global markets with an annual global market potential estimated at $500 million.

12 Operating Subsidiaries	We maintain 12 wholly or majority-owned operating subsidiaries in North America, South America, Europe and Asia.

Over 65 Countries	Our network of joint ventures and subsidiaries allows us to operate in over 65 countries worldwide, allowing us to reach customers globally.

STRATEGIC
Industrial Manufacturing Industry	ZERUST® rust and corrosion inhibiting packaging solutions resolve corrosion problems while reducing operating costs, increasing productivity and enhancing customer satisfaction. During fiscal 2025, ZERUST® industrial sales increased by 2.4% compared to fiscal 2024 as a result of increased demand for North American products.

Oil and Gas Industry	Our global network of trained corrosion management professionals and channel partners help us develop specialized corrosion mitigation solutions for the oil and gas industry, provide local support, and conduct client training. ZERUST® Oil & Gas net sales were $7.3 million, down from record sales in fiscal 2024.

Bioplastics Industry	Our Natur-Tec® biobased and compostable plastics are manufactured using NTIC’s patented and/or proprietary technologies and are intended to replace conventional plastics and thereby reduce our customers’ carbon footprint and provide environmentally sound waste disposal options. Natur-Tec® net sales were $21.7 million, down from record sales in fiscal 2024.

CORPORATE GOVERNANCE HIGHLIGHTS

✔	Annual election of directors	✔	Recent Board committee Chair rotations
✔	75% independent directors	✔	No poison pill
✔	Independent Board Chair	✔	Annual say-on-pay vote
✔	Three fully independent Board committees	✔	Robust clawback policy
✔	Corporate governance guidelines	✔	No guaranteed bonuses or significant perks
✔	Annual review of governance documents	✔	Limits on other board memberships
✔	Stock ownership guidelines for executive officers and directors	✔	Board oversight of cybersecurity and other key risks

	By Order of the Board of Directors,

	Matthew C. Wolsfeld
	Corporate Secretary

What We Heard	What We Did
Encourage Board refreshment	We added Cristina Pinho to our Board in January 2023 and rotated our Compensation Committee and Nominating and Corporate Governance Committee Chairs in November 2024.
Increase stockholder influence over director elections	We adopted a “plurality plus” vote standard for uncontested director elections, with a director resignation policy, instead of a simple plurality vote standard.
Align long-term incentives	We extended the vesting of our annual stock option grants to three-year vesting in response to a concern raised by one of our institutional stockholders.
Increase visibility of Environmental, Social and Governance (“ESG”) principles	We adopted a Health, Safety and Environment Policy and Human Rights Policy to formalize our approach and further our goals with respect to these matters, as described below. We also added an ESG section to our investor relations website to increase visibility of our ESG efforts.
Ensure the recovery of incentive compensation based on incorrect calculations or egregious behavior	We adopted a robust, Nasdaq-compliant clawback policy which applies not only to financial restatements, but also if a financial metric used to determine the vesting or payment of compensation was calculated incorrectly or if an executive engages in egregious conduct that is substantially detrimental to NTIC.
Align the interests of executive officers and directors with those of stockholders	We adopted stock ownership guidelines applicable to our executive officers and directors to ensure that their interests would be closely aligned with those of our stockholders.

Director	Age	Serving Since	Independent
Nancy E. Calderon	66	2019	Yes
Sarah E. Kemp	59	2019	Yes
Sunggyu Lee, Ph.D.	73	2004	Yes
G. Patrick Lynch	58	2004	No
Ramani Narayan, Ph.D.	76	2004	No
Richard J. Nigon	77	2010	Yes
Cristina Pinho	68	2023	Yes
Konstantin von Falkenhausen	58	2012	Yes

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Nancy E. Calderon	Chair		●
Sarah E. Kemp		Chair
Sunggyu Lee, Ph.D.		●
G. Patrick Lynch
Ramani Narayan, Ph.D.
Richard J. Nigon	●	●	●
Cristina Pinho			●
Konstantin von Falkenhausen	●		Chair

Director	Leadership/ Management	Financial Expertise	International Experience	Prior Board Experience	Government Experience	Bioplastics Industry Experience
Nancy E. Calderon	●	●	●	●
Sarah E. Kemp	●		●	●	●
Sunggyu Lee, Ph.D.	●		●
G. Patrick Lynch	●		●
Ramani Narayan, Ph.D.	●		●		●	●
Richard J. Nigon	●	●		●
Cristina Pinho	●		●	●	●
Konstantin von Falkenhausen	●	●	●

What We Do		What We Don’t Do
●	Emphasize pay for performance	●	No guaranteed salary increases or bonuses
●	Structure our executive compensation so a significant portion of pay is at risk	●	No repricing of stock options unless approved by stockholders
●	Structure our executive compensation so a significant portion is paid in equity	●	No pledging of NTIC securities, unless certain criteria are met
●	Maintain competitive pay packages	●	No hedging of NTIC securities
●	Maintain robust clawback policy	●	No excessive perquisites
●	Hold an annual say-on-pay vote	●	No tax gross-ups
●	Maintain stock ownership guidelines	●

Element	Key Fiscal 2025 Actions
Base Salary	Our executives received base salary increases at the start of fiscal 2025 of 4.0%.
Annual Incentive	Our executives received annual bonuses based primarily on Adjusted EBITOI (earnings before interest, taxes, and other income, as adjusted to take into account amounts paid under bonus plan and other adjustments), in amounts representing 85.4% of their base salaries. A portion of the annual incentive earned for fiscal 2025 was paid in the form of stock option grants made at the beginning of fiscal 2025.
Long-Term Incentive	Our executives received stock option grants on September 1, 2024, which vest annually over a three-year period. The fiscal 2025 stock option grants were intended as partial payout of the fiscal 2025 annual bonus program.
Health and Welfare Benefits	No significant changes were made.
Retirement Plans	No significant changes were made.
Perquisites	No significant changes were made.

Stockholder Action	Submission Deadline
Proposal Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended	No later than August 3, 2026
Nomination of a Candidate Pursuant to our Bylaws	Between September 18, 2026 and October 18, 2026
Proposal of Other Business for Consideration Pursuant to our Bylaws	Between September 18, 2026 and October 18, 2026

Proposal	Votes Required	Effect of Votes Withheld / Abstentions	Effect of Broker Non-Votes
Proposal One: Election of Directors	Plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the eight nominees receiving the highest number of affirmative “FOR” votes will be elected as directors.⁽¹⁾	Votes withheld will have no effect, unless there are more votes withheld than “FOR” votes.⁽¹⁾	Broker non-votes will have no effect.

Proposal Two: Advisory Vote on Executive Compensation⁽²⁾	Affirmative vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the proposal.	Abstentions will have the effect of a vote against the proposal.	Broker non-votes will have no effect.

Proposal Three: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation⁽³⁾	The frequency option receiving an affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote will be the option selected by the stockholders on this advisory vote. If none of the alternatives receives a majority vote, then the frequency option receiving the greatest number of votes cast will be deemed the preferred option on this advisory vote.	Abstentions will have the effect of a vote against the proposal.	Broker non-votes will have no effect.

● Nancy E. Calderon	● Ramani Narayan, Ph.D.
● Sarah E. Kemp	● Richard J. Nigon
● Sunggyu Lee, Ph.D.	● Cristina Pinho
● G. Patrick Lynch	● Konstantin von Falkenhausen

Name	Age	Principal Occupation	Director Since
Nancy E. Calderon⁽¹⁾⁽²⁾	66	Former Partner of KPMG LLP	2019
Sarah E. Kemp⁽³⁾	59	Vice President, International Government Affairs of Intel Corporation	2019
Sunggyu Lee, Ph.D.⁽³⁾	73	Chief Technologist of Chemtech Innovators LLC	2004
G. Patrick Lynch	58	President and Chief Executive Officer of NTIC	2004
Ramani Narayan, Ph.D.	76	Distinguished Professor in Department of Chemical Engineering & Materials Science at Michigan State University	2004
Richard J. Nigon^(1)(2)(3)	77	Senior Vice President of Cedar Point Capital, Inc.	2010
Cristina Pinho⁽²⁾	67	Chair of the Board of Instituto Luísa Pinho Sartori	2023
Konstantin von Falkenhausen⁽¹⁾⁽²⁾	58	Partner of B Capital Partners AG	2012

	Aggregate Amount Billed by Baker Tilly ($)
	Fiscal 2025		Fiscal 2024
Audit Fees⁽¹⁾	$	894,000	$	704,006
Audit-Related Fees⁽²⁾		—		—
Tax Fees		—		—
All Other Fees		—		—

Title of Class	Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾	Percent of Class
Directors, Director Nominees, and Officers:
Common Stock	Nancy E. Calderon	59,483	*
Common Stock	Sarah E. Kemp	61,012	*
Common Stock	Sunggyu Lee, Ph.D.	33,392	*
Common Stock	G. Patrick Lynch⁽³⁾	1,622,647	16.6%
Common Stock	Ramani Narayan, Ph.D.	149,241	1.6%
Common Stock	Richard J. Nigon	147,351	1.5%
Common Stock	Cristina Pinho	19,203	*
Common Stock	Konstantin von Falkenhausen	104,460	*
Common Stock	Matthew C. Wolsfeld⁽⁴⁾	400,363	4.1%
Common Stock	All directors, director nominees, and executive officers as a group (9 persons)⁽⁵⁾	2,597,152	24.9%
Significant Beneficial Owners:
Common Stock	Inter Alia Holding Company⁽⁶⁾ 23205 Mercantile Road Beachwood, Ohio 44122	1,203,334	12.7%

Name	Shares of Common Stock Underlying Stock Options
Directors and Director Nominees
Nancy E. Calderon		51,481
Sarah E. Kemp		51,481
Sunggyu Lee, Ph.D.		30,073
G. Patrick Lynch		314,029
Ramani Narayan, Ph.D.		42,478
Richard J. Nigon		108,289
Cristina Pinho		15,432
Konstantin von Falkenhausen		86,241
Named Executive Officers
G. Patrick Lynch		315,029
Matthew C. Wolsfeld		232,107
All current directors, director nominees, and executive officers as a group (9 persons)		931,611

Position	Guideline
Non-Employee Director	3x annual cash retainer
Chief Executive Officer	6x annual base salary
Other Executive Officers	3x annual base salary

Annual election of all directors	All directors are elected annually for a one-year term.
“Plurality plus” vote standard for uncontested director elections, with a director resignation policy	In an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” is required to tender a written offer to resign from the Board.
75% of our directors are independent	Six of the eight directors on our Board are independent.
Annual Board and committee evaluations	It is our practice to conduct annual Board and committees performance self-evaluations.
No poison pill	We believe that not having a poison pill benefits our stockholders by not discouraging takeover attempts that may increase value for our stockholders.
Board oversight of ESG initiatives	The Nominating and Corporate Governance Committee has oversight authority over our ESG initiatives and coordinates with our other Board committees.
Robust stockholder outreach program	Each year, our executives hold meetings to seek stockholder input and strive to take actions that reflect the input received.
Annual say-on-pay vote	Our Board recommended, and our stockholders voted in favor of, an annual advisory stockholder vote on executive compensation.
Officer and director stock ownership requirements	We have stock ownership guidelines for our directors and officers that require maintenance of a specified level of ownership based on compensation.
Hedging and pledging prohibitions	We prohibit our executives from engaging in any hedging transactions, short sales, transactions in publicly traded options, such as puts, calls and other derivatives, short-term trading and pledging our securities.
Robust clawback policy	We maintain a robust, Nasdaq-compliant clawback policy which applies not only to financial restatements, but also if a financial metric used to determine the vesting or payment of compensation was calculated incorrectly or if an executive engages in egregious conduct that is substantially detrimental to NTIC.
Single class of stock	We have a single class of stock, so our stockholders all have equal voting rights.

●	Board size, composition and qualifications	●	Procedures for directors who receive less than a majority vote
●	Selection of directors	●	Change of principal occupation and board memberships and limits on board memberships held
●	New director orientation	●	Board compensation
●	Board leadership	●	Stock ownership by directors and executive officers
●	CEO succession planning	●	Loans to directors and executive officers
●	Board committees	●	CEO evaluation
●	Board and committee meetings	●	Board and committee evaluation
●	Executive sessions of independent directors	●	Director continuing education
●	Meeting attendance by directors and non-directors	●	Succession planning
●	Appropriate information and access	●	Related person transactions
●	Ability to retain advisors	●	Communications with directors
●	Conflicts of interest and director independence	●	Duty of loyalty and confidentiality
●	Board interaction with corporate constituencies
●	Retirement and term limits
●	Retirement and resignation policy
●	Stock ownership guidelines

Director	Audit	Compensation	Nominating and Corporate Governance
Nancy E. Calderon	Chair	—	√
Sarah E. Kemp	—	Chair	—
Sunggyu Lee, Ph.D.	—	√	—
G. Patrick Lynch	—	—	—
Ramani Narayan, Ph.D.	—	—	—
Richard J. Nigon	√	√	√
Cristina Pinho	—	—	√
Konstantin von Falkenhausen	√	—	Chair

What We Heard	What We Did
Increase visibility of ESG principles	We adopted a Health, Safety and Environment Policy and Human Rights Policy to formalize our approach and further our goals with respect to these matters. We also added an ESG section to our investor relations website to increase visibility of our ESG efforts.

Ensure the recovery of incentive compensation based on incorrect calculations or egregious behavior	We adopted a robust, Nasdaq-compliant clawback policy which applies not only to financial restatements, but also if a financial metric used to determine the vesting or payment of compensation was calculated incorrectly or if an executive engages in egregious conduct that is substantially detrimental to NTIC.

Align the interests of executive officers and directors with those of stockholders	We adopted stock ownership guidelines applicable to our executive officers and directors to ensure that their interests would be closely aligned with those of our stockholders.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾⁽²⁾		Option Awards ($)⁽³⁾⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)
Nancy E. Calderon	$	46,500	$	50,000	$	—	$	—	$	96,500
Sarah E. Kemp		37,500		50,000		—		—		87,500
Sunggyu Lee, Ph.D.		34,000		—		50,000		—		84,000
Ramani Narayan, Ph.D.		31,000		—		50,000		144,000		225,000
Richard J. Nigon		57,500		—		60,000		—		117,500
Cristina Pinho		34,000		50,000		—		—		84,000
Konstantin von Falkenhausen		44,000		—		50,000		—		94,000

Name	Aggregate Number Of Securities Underlying Options		Exercisable/ Unexercisable	Exercise Price(s)		Expiration Date(s)
Nancy E. Calderon		51,481	51,481/0	$	8.24 –16.97	10/21/2029 – 08/31/2034
Sarah E. Kemp		51,481	51,481/0	$	8.24 –16.97	10/21/2029 – 08/31/2034
Sunggyu Lee, Ph.D.		30,073	20,230/9,843	$	11.38 –13.26	08/31/2032 – 08/31/2034
Ramani Narayan, Ph.D.		42,478	32,635/9,843	$	11.38 –18.23	08/31/2028 – 08/31/2034
Richard J. Nigon		108,289	96,478/11,811	$	6.70 –18.23	08/31/2026 – 08/31/2034
Cristina Pinho		15,432	15,432/0	$	12.95 –13.25	01/19/2033 – 08/31/2034
Konstantin von Falkenhausen		86,241	76,398/9,843	$	6.70 –18.23	08/31/2026 – 08/31/2034

Description	Annual Cash Retainer
Non-employee Board Member	$	25,000
Chairman of the Board		15,000
Audit Committee Chair		5,000
Audit Committee Member (including Chair)		4,500
Compensation Committee Chair		4,000
Compensation Committee (including Chair)		3,000
Nominating and Corporate Governance Committee Chair		2,000
Nominating and Corporate Governance Committee (including Chair)		3,000

Element	Key Characteristics	Purpose	Key Fiscal 2025 Actions
Base Salary	A fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted.	Provide a source of fixed income that is competitive and reflects scope and responsibility of the position held.	Our named executive officers received a 4.0% increase to their fiscal 2025 annual base salaries.

Annual Incentive	A variable, short-term element of compensation that is typically payable in cash and is based on Adjusted EBITOI and individual performance goals.	Motivate and reward our executives for achievement of annual business results intended to drive overall company performance.	A portion of the annual incentive earned for fiscal 2025 was paid in the form of a stock option grant made at the beginning of fiscal 2025, resulting in cash bonuses of $23,759 for Mr. Lynch and $17,561 for Mr. Wolsfeld.

Long-Term Equity-Based Incentive	A variable, long-term element of compensation that is provided in the form of stock options. Stock options are time-based and vest annually over three years.	Align the interests of our executives with the long-term interests of our stockholders; promote stock ownership and create significant incentives for executive retention.	No significant changes were made. The fiscal 2025 stock option grant was intended as partial payout of the fiscal 2025 annual bonus program.

Name and Principal Position	Fiscal Year	Salary		Option Awards⁽¹⁾		Non-Equity Incentive Plan Compensation⁽²⁾		All Other Compensation⁽³⁾		Total
G. Patrick Lynch	2025	$	523,754	$	224,768	$	23,759	$	13,102	$	785,383
President and Chief Executive Officer	2024		503,610		228,721		201,164		13,102		946,597
Matthew C. Wolsfeld	2025		387,123		166,133		17,561		12,875		583,692
Chief Financial Officer and Corporate Secretary	2024		372,233		169,054		148,686		12,875		702,848

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾		Option Exercise Price ($)		Option Expiration Date
G. Patrick Lynch		16,072		0		6.70	08/31/2026
		11,704		0		9.18	08/31/2027
		27,596		0		18.23	08/31/2028
		58,651		0		10.80	08/31/2029
		74,742		0		8.24	08/31/2030
		32,540		0		16.97	08/31/2031
		31,678		15,839⁽²⁾		11.38	08/31/2032
		15,127		30,254⁽³⁾		13.25	08/31/2033
		0		44,858⁽⁴⁾		13.26	08/31/2034
Matthew C. Wolsfeld		11,880		0		6.70	08/31/2026
		8,650		0		9.18	08/31/2027
		20,396		0		18.23	08/31/2028
		43,351		0		10.80	08/31/2029
		55,244		0		8.24	08/31/2030
		24,051		0		16.97	08/31/2031
		23,414		11,707⁽²⁾		11.38	08/31/2032
		11,181		22,362⁽³⁾		13.25	08/31/2033
		0		33,156⁽⁴⁾		13.26	08/31/2034

		Triggering Event
Executive Officer	Type of Payment	Voluntary/ For Cause Termination		Involuntary Termination without Cause		Qualifying Change in Control Termination		Death		Disability
G. Patrick Lynch	Cash severance⁽¹⁾	$	0	$	1,731,980	$	1,731,980	$	0	$	0
	Benefits continuation⁽²⁾		0		29,940		29,940		0		0
	Equity acceleration⁽³⁾		0		0		0		0		0
	Total:	$	0	$	1,761,920	$	1,761,920	$	0	$	0


Matthew C. Wolsfeld	Cash severance⁽¹⁾	$	0	$	964,905	$	964,905	$	0	$	0
	Benefits continuation⁽²⁾		0		29,940		29,940		0		0
	Equity acceleration⁽³⁾		0		0		0		0		0
	Total:	$	0	$	994,845	$	994,845	$	0	$	0

Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽²⁾⁽³⁾		Average Summary Compensation Table Total for Non-PEO Named Executive Officers⁽⁴⁾		Average Compensation Actually Paid to Non-PEO Named Executive Officers⁽⁵⁾⁽⁶⁾		Value of Initial Fixed $100 Investment Based On Total Shareholder Return⁽⁷⁾		Net Income⁽⁸⁾
2025	$	785,383	$	453,021	$	583,692	$	338,033	$	68.93	$	986,393
2024		946,597		957,026		702,848		710,560		116.30		6,321,384
2023		889,044		979,458		660,312		727,138		111.88		4,237,731

	G. Patrick Lynch
Summary Compensation Table Total for Fiscal 2025	$	785,383
*Deduct*: Stock awards^(a)		0
*Deduct*: Option awards^(b)		224,768
*Add*: Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested^(c)		126,949
*Add*: Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested^(d)		(117,891	)
*Add*: Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year^(e)		(116,652	)
*Add*: Value of dividend equivalents accrued on equity awards during the fiscal year		0
Compensation Actually Paid for Fiscal 2025		453,021

Summary Compensation Table Total for Fiscal 2024	$	946,597
*Deduct*: Stock awards^(a)		0
*Deduct*: Option awards^(b)		228,721
*Add*: Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested^(c)		226,905
*Add*: Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested^(d)		5,737

	G. Patrick Lynch
*Add*: Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year^(e)		6,509
*Add*: Value of dividend equivalents accrued on equity awards during the fiscal year		0
Compensation Actually Paid for Fiscal 2024		957,026

Summary Compensation Table Total for Fiscal 2023	$	889,044
*Deduct*: Stock awards^(a)		0
*Deduct*: Option awards^(b)		230,455
*Add*: Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested^(c)		272,272
*Add*: Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested^(d)		27,498
*Add*: Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year^(e)		21,099
*Add*: Value of dividend equivalents accrued on equity awards during the fiscal year		0
Compensation Actually Paid for Fiscal 2023		979,458

	Matthew C. Wolsfeld
Summary Compensation Table Total for Fiscal 2025	$	583,692
*Deduct*: Stock awards^(a)		0
*Deduct*: Option awards^(b)		166,133
*Add*: Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested^(c)		93,832
*Add*: Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested^(d)		(87,137	)
*Add*: Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year^(e)		(86,221	)
*Add*: Value of dividend equivalents accrued on equity awards during the fiscal year		0
Compensation Actually Paid for Fiscal 2025		338,033

Summary Compensation Table Total for Fiscal 2024	$	702,848
*Deduct*: Stock awards^(a)		0
*Deduct*: Option awards^(b)		169,054
*Add*: Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested^(c)		167,715
*Add*: Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested^(d)		4,240
*Add*: Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year^(e)		4,811
*Add*: Value of dividend equivalents accrued on equity awards during the fiscal year		0
Compensation Actually Paid for Fiscal 2024		710,560

Summary Compensation Table Total for Fiscal 2023	$	660,312
*Deduct*: Stock awards^(a)		0
*Deduct*: Option awards^(b)		170,337
*Add*: Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested^(c)		201,243
*Add*: Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested^(d)		20,325
*Add*: Change in fair value of equity awards granted in prior fiscal years that vested during the year^(e)		15,595
*Add*: Value of dividend equivalents accrued on equity awards during the fiscal year		0
Compensation Actually Paid for Fiscal 2023		727,138