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Recovery of Erroneously Awarded Compensation (Details)
12 Months Ended
Jun. 30, 2025
Restatement Date [Axis]: 2025-06-30  
Recovery Of Err Comp Disclosure [Line Items]  
Err Comp Analysis [Text Block]
Clawback Policy
The Remuneration Committee adopted a compensation clawback
policy in November 2023 which applies to named executive
officers who receive “incentive compensation”. For
purposes of the Clawback Policy “incentive compensation” means any
compensation that is granted, earned, or vested based wholly or
in part upon the attainment of a financial reporting measure, which
are measures that are determined and presented in accordance with the accounting
principles used in preparing the our financial
statements, and any measures that are derived wholly or in part from such measures,
and includes stock price and total shareholder
return (each such measure, a “Financial Reporting Measure”). Incentive
-based compensation shall be deemed to have been received
during the fiscal period in which the Financial Reporting Measure specified
in the incentive-based compensation award is attained,
even if such incentive-based compensation is paid or granted after the end of such
fiscal period. For the avoidance of doubt,
incentive-based compensation does not include annual salary,
compensation awarded based on completion of a specified period of
service, or compensation awarded based on subjective standards,
strategic measures, or operational measures.
The policy applies to all incentive-based compensation received
by the covered executives (i) after beginning service as an
executive officer, (ii) who
served as an executive officer at any time during the performance period for
such incentive-based
compensation, and (iii) during the three completed fiscal years immediately preceding
a Restatement Date (as defined below).
In the event of a restatement, which for purposes of the Clawback policy refers
to an accounting restatement due to material
noncompliance by us with any financial reporting requirement under the federal
securities laws, including any required accounting
restatement to correct an error in previously issued financial statements that is material to
the previously issued financial statements,
or that would result in a material misstatement if the error were corrected in the current period
or left uncorrected in the current
period (a “Restatement”), we are required, as promptly as reasonably
possible, to recover any erroneously awarded compensation,
which refers to, with respect to each covered executive in connection with a Restatement, the
amount of incentive-based
compensation that exceeds the amount of incentive-based Compensation
that would have been received by the covered executive
had it been determined based on the restated amounts, without regard to
any taxes paid by the covered executive (any such amount
being hereinafter referred to as “Erroneously Awarded
Compensation”) received by an executive during the three completed fiscal
years immediately preceding the Restatement Date, which is considered
to be the earlier of (i) the date our Board, a committee of
our Board, or officer(s) are authorized to take such action if Board
action is not required, concludes, or reasonably should have
concluded, that we are required to prepare a Restatement or (ii) the date
a court, regulator, or other legally authorized
body directs us
to prepare a Restatement (any such date being hereinafter referred to as the
“Restatement Date”).
For incentive-based compensation based on stock price or total shareholder return,
our Board is required to determine the
amount of Erroneously Awarded
Compensation based on a reasonable estimate of the effect of the Restatement
on the stock price or
total shareholder return upon which the incentive-based
compensation was received and we are required to document such
reasonable estimate and provide such documentation to the Nasdaq.
Subsequent changes in an executive’s
employment status,
including retirement or termination of employment, does not affect
our rights to recover incentive-based compensation under the
policy. Our Board is required
to determine, in its sole discretion, the method of recovering any incentive-based
compensation
pursuant to the policy.
Such methods may include, but are not limited to: (i) direct recovery by reimbursement;
(ii) set-off against
future compensation; (iii) forfeiture of equity awards; (iv) set-off
or cancelation against planned future awards; (v) forfeiture of
deferred compensation (subject to compliance with the Internal Revenue
Code and related regulations); and/or (vi) any other
r
ecovery action approved by our Board and permitted under applicable
law.
We are not permitted
to indemnify any current or former executive officer against the loss of Erroneously
Awarded
Compensation, and will not pay,
or reimburse any executive officer(s), for any insurance policy
to fund such executive’s potential
recovery obligations.
The Clawback Policy is attached as an exhibit to our Annual Report on Form 10-K
filed with the SEC on September 29, 2025.