Definitive proxy statements

Pay vs Performance Disclosure

v3.25.4
Pay vs Performance Disclosure
Pure in Thousands
 12 Months Ended 13 Months Ended
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2021
USD ($)
Oct. 30, 2025
USD ($)
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

Pay Versus Performance Table

 

The table below discloses for fiscal years 2021 through 2025: (i) the total compensation (as reported in the Summary Compensation Table (“SCT”)) and the compensation actually paid (“CAP”) to the Company’s Chief Executive Officer; (ii) the average of the total compensation (as reported in the SCT) and the average CAP to the Company’s non-CEO Named Executive Officers (“NEOs”); (iii) the cumulative total shareholder return of the Company and the peer group; (iv) net income (loss); and (v) net sales, which is the Company’s selected measure.

 

         

Value of Initial Fixed $100 Investment Based On:

    

Year

Summary
Compensation
Table Total for
CEO(1)

($)

Compensation
Actually Paid
to CEO(2)

($)

Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(1)

($)

Average
Compensation
Actually Paid
to Non-CEO
NEOs(2)

($)

Total
Shareholder
Return

($)

Peer Group
Total
Shareholder
Return(3)

($)

Net (Loss)
Income
(in thousands)

($)

Net Sales

(in thousands)

($)

2025

1,613,404

3,295,422

1,282,654

2,590,049

170.45

243.06

(8,050)

150,134

2024

1,585,703

1,452,629

1,276,245

1,167,229

193.16

168.77

(12,453)

125,568

2023

1,061,862

(2,349,316)

864,078

(1,275,161)

143.43

149.69

32,533

225,772

2022

1,972,574

6,012,670

1,458,989

4,432,054

518.78

114.34

49,362

263,821

2021

1,516,456

3,173,910

1,109,922

2,338,110

218.89

140.49

20,327

140,755

 

 

(1)

Cheryl Beranek is the Chief Executive Officer and Daniel R. Herzog and John P. Hill are the non-CEO NEOs for the years shown.

 

 

(2)

The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to Ms. Beranek and average CAP to Messrs. Herzog and Hill.

 

 

          
PEO Total Compensation Amount $ 1,613,404 $ 1,585,703 $ 1,061,862 $ 1,972,574 $ 1,516,456 $ 1,613,404
PEO Actually Paid Compensation Amount $ 3,295,422 1,452,629 (2,349,316) 6,012,670 3,173,910 3,295,422
Adjustment To PEO Compensation, Footnote
 

2025

Adjustments

CEO

($)

Average of
Non-CEO
NEOs

($)

Total Compensation from SCT

1,613,404

1,282,654

Less, value of Stock Awards and Option Awards reported in SCT

(999,986)

(749,974)

Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end

1,112,606

834,437

Plus, vesting date fair value of Stock Awards and Option Awards granted during the year that vested during the year

—

—

Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end

1,535,065

1,151,282

Plus, change in fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year

34,333

71,650

Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year

—

—

Compensation Actually Paid

3,295,422

2,590,049

 

 (3)

The peer group used in this Pay Versus Performance table is the S&P 1500 Communications Equipment Index, which is the same peer group the Company uses for purposes of the stock performance graph in our Annual Report on Form 10-K.
         
Non-PEO NEO Average Total Compensation Amount $ 1,282,654 1,276,245 864,078 1,458,989 1,109,922  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,590,049 1,167,229 (1,275,161) 4,432,054 2,338,110  
Adjustment to Non-PEO NEO Compensation Footnote
 

2025

Adjustments

CEO

($)

Average of
Non-CEO
NEOs

($)

Total Compensation from SCT

1,613,404

1,282,654

Less, value of Stock Awards and Option Awards reported in SCT

(999,986)

(749,974)

Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end

1,112,606

834,437

Plus, vesting date fair value of Stock Awards and Option Awards granted during the year that vested during the year

—

—

Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end

1,535,065

1,151,282

Plus, change in fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year

34,333

71,650

Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year

—

—

Compensation Actually Paid

3,295,422

2,590,049

 

 (3)

The peer group used in this Pay Versus Performance table is the S&P 1500 Communications Equipment Index, which is the same peer group the Company uses for purposes of the stock performance graph in our Annual Report on Form 10-K.
         
Compensation Actually Paid vs. Total Shareholder Return
chart2.jpg

 

 

 

          
Compensation Actually Paid vs. Net Income
chart3.jpg 
          
Compensation Actually Paid vs. Company Selected Measure
chart4.jpg

 

 

 

          
Total Shareholder Return Vs Peer Group

Description of Certain Relationships

 

The charts below provide a graphic description of the relationship: (i) between the Company’s cumulative total shareholder return and peer group cumulative total shareholder return; (ii) between (A) CAP to the CEO and the average CAP to the non-CEO NEOs, and (B) the Company’s cumulative total shareholder return; (iii) between (A) CAP to the CEO and the average CAP to the non-CEO NEOs, and (B) the Company’s net income; and (iv) between (A) CAP to the CEO and the average CAP to the non-CEO NEOs, and (B) the Company’s net sales.

 

 

chart1.jpg
          
Tabular List, Table

Most Important Financial Measures

 

The table below lists the most important financial performance measures used by the Company to link CAP to the Company’s NEOs to Company performance.

 

Most Important Financial Performance Measures

●         Net Sales

●         Adjusted EBITDA

 

As further described in the Compensation Discussion and Analysis section of this proxy statement, the 2025 Incentive Bonus Plan measure is net sales and the PSU measure is adjusted EBITDA.

          
Total Shareholder Return Amount $ 170.45 193.16 143.43 518.78 218.89  
Peer Group Total Shareholder Return Amount 243.06 168.77 149.69 114.34 140.49  
Net Income (Loss) $ (8,050,000) $ (12,453,000) $ 32,533,000 $ 49,362,000 $ 20,327,000  
Company Selected Measure Amount 150,134 125,568 225,772 263,821 140,755  
Measure:: 1            
Pay vs Performance Disclosure            
Name Net Sales          
Measure:: 2            
Pay vs Performance Disclosure            
Name Adjusted EBITDA          
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount           (999,986)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount           1,112,606
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount           1,535,065
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount           0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount           34,333
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount           $ 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (749,974)          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 834,437          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 1,151,282          
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 71,650          
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0