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Pay vs Performance Disclosure - USD ($)
1 Months Ended 11 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 01, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

Pay Versus Performance

Provided below is our pay versus performance disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

A description of our most important measures that our Compensation Committee used in fiscal year 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as compensation actually paid, or CAP) to our performance;
A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (SCT) to CAP and that compares CAP to specified performance measures; and
Graphs that describe:
o
the relationships between CAP and our cumulative total shareholder return (TSR), GAAP Net Income, and our selected measure, Total Cash (defined as all cash, cash equivalents, and investment held to maturity); and
o
the relationship between our TSR and the TSR of the Nasdaq Biotechnology Index (Peer Group TSR).

Note: pursuant to Item 402(v)(8), MEI, as a smaller reporting company (SRC), has provided the information required by 402(v) for three years, instead of five years and is not required to provide the disclosure required by 402(v)(2)(iv) or 402(v)(5) with respect to the total shareholder return of any peer group, or our-Selected Measure disclosure required by 402 (v)(2)(vi), or the Tabular List provided pursuant to 402(v)(6).

Given our current pay program, the only difference between the SCT and CAP amounts for our NEOs is the value of equity awards, which for purposes of the SCT is based on the grant date fair value of equity awards granted during the year, and for purposes of CAP is based on the year over year change in the fair value of equity awards that are unvested as of the end of the year, or that vested, or were forfeited during the year.

Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics linking CAP to performance for fiscal year 2024. Besides stock price, the only financial performance measure the Compensation Committee used to link executive compensation to performance in 2024 was Total Cash.

Compensation decisions are made each year taking into account a number of other factors. Target pay levels are primarily set based on clinical milestones, individual performance, scope of responsibility, and an annual assessment of pay competitiveness within the market, but aside from Total Cash and stock price, no additional financial performance measures were used by the Company to link compensation actually paid to our NEOs in fiscal year 2024 to our performance.

Pay Versus Performance Table. In accordance with Item 402(v) and under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the tabular disclosure for the Company’s Chief Executive Officer (our Principal Executive Officer or “PEO”) and the average of our NEOs other than the PEO for fiscal years 2022, 2023 and 2024.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based on Total Shareholder Return

 

 

 

 

 

 

 

Fiscal Year

 

Summary Compensation Table for Total Current PEO
(Urso)
(1)

 

 

Compensation Actually Paid to Current PEO
(Urso)
(2,3)

 

 

Summary Compensation Table for Total Former PEO
(Gold)
(1)

 

 

Compensation Actually Paid to Former PEO
(Gold)
(2,3)

 

 

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

 

 

Average Compensation Actually Paid to Non-PEO
NEOs
(2,3)

 

 

MEI Total Shareholder Return

 

Peer Total Shareholder
Return
(4)

 

 

MEI Net Income
($ Millions)

 

 

Company Selected Measure: Total Cash ($Millions)(5)

 

(a)

 

(b)

 

 

(c)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

(g)

 

 

(h)

 

 

(i)

 

2024

 

$

894,905

 

 

$

233,569

 

 

$

 

 

$

 

 

$

730,912

 

 

$

563,489

 

 

$

7

 

$

88

 

 

$

18

 

 

$

38

 

2023

 

$

2,101,058

 

 

$

1,689,893

 

 

$

2,446,640

 

 

$

1,853,678

 

 

$

772,486

 

 

$

640,229

 

 

$

12

 

$

79

 

 

$

(32

)

 

$

101

 

2022

 

$

 

 

$

 

 

$

2,528,609

 

 

$

268,643

 

 

$

1,260,180

 

 

$

250,830

 

 

$

21

 

$

73

 

 

$

(54

)

 

$

153

 

(1)
The PVP table reflects required disclosures for fiscal years 2022, 2023 and 2024. The following table reflects our Principal Executive Officer (PEO) and non-PEO NEOs in each of the fiscal years presented:

Fiscal Year

 

PEO

 

Non-PEO NEOs

2024

 

David M. Urso (Current)

 

Justin J. File and Richard G. Ghalie

2023

 

David M. Urso (Current)
Daniel P. Gold (Former)

 

Brian G. Drazba and Richard G. Ghalie

2022

 

Daniel P. Gold

 

Brian G. Drazba, Richard G. Ghalie and David M. Urso

 

(2)
The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and do not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

 

Current PEO (Urso)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

1,744,152

 

$

2,101,058

 

$

894,905

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(1,078,500

)

 

(1,352,600

)

 

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

167,280

 

 

1,064,015

 

 

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(508,767

)

 

(70,339

)

 

(501,428

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(127,938

)

 

(52,241

)

 

(159,908

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

 

 

 

Compensation Actually Paid

$

196,227

 

$

1,689,893

 

$

233,569

 

 

 

 

 

 

 

 

 

Former PEO (Gold)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

2,528,609

 

$

2,446,640

 

$

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(1,536,800

)

 

(584,700

)

 

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

238,374

 

 

 

 

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(747,241

)

 

 

 

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

188,782

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(214,299

)

 

(129,123

)

 

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

(67,921

)

 

 

Compensation Actually Paid

$

268,643

 

$

1,853,678

 

$

 

 

 

 

 

 

 

 

 

Average Non-PEO (Gold)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

1,260,180

 

$

772,486

 

$

730,912

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(671,067

)

 

(177,850

)

 

(79,900

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

104,085

 

 

101,680

 

 

43,649

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(349,416

)

 

(31,805

)

 

(100,239

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(92,952

)

 

(24,282

)

 

(30,933

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

 

 

 

Compensation Actually Paid

$

250,830

 

$

640,229

 

$

563,489

 

 

 

 

 

 

 

 

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

 

(4)
The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended June 30, 2019. As a SRC, we do not have to provide, and have not provided, this stock performance graph in subsequent annual reports. The comparison assumes $100 was invested for the period starting June 30, 2021, through the end of the listed year in us and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Total Cash to be the most important financial performance measure used to link our performance to CAP to our PEO and Non-PEO NEOs in 2024. Total Cash is defined as total cash, cash equivalents and short-term investments.
   
Company Selected Measure Name     Total Cash    
Named Executive Officers, Footnote    

Fiscal Year

 

PEO

 

Non-PEO NEOs

2024

 

David M. Urso (Current)

 

Justin J. File and Richard G. Ghalie

2023

 

David M. Urso (Current)
Daniel P. Gold (Former)

 

Brian G. Drazba and Richard G. Ghalie

2022

 

Daniel P. Gold

 

Brian G. Drazba, Richard G. Ghalie and David M. Urso

   
Peer Group Issuers, Footnote    
(4)
The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended June 30, 2019. As a SRC, we do not have to provide, and have not provided, this stock performance graph in subsequent annual reports. The comparison assumes $100 was invested for the period starting June 30, 2021, through the end of the listed year in us and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
   
PEO Total Compensation Amount $ 2,101,058 $ 2,446,640 $ 894,905   $ 2,528,609
PEO Actually Paid Compensation Amount 1,689,893 1,853,678 $ 233,569   268,643
Adjustment To PEO Compensation, Footnote    
(3)
Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and do not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

 

Current PEO (Urso)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

1,744,152

 

$

2,101,058

 

$

894,905

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(1,078,500

)

 

(1,352,600

)

 

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

167,280

 

 

1,064,015

 

 

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(508,767

)

 

(70,339

)

 

(501,428

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(127,938

)

 

(52,241

)

 

(159,908

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

 

 

 

Compensation Actually Paid

$

196,227

 

$

1,689,893

 

$

233,569

 

 

 

 

 

 

 

 

 

Former PEO (Gold)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

2,528,609

 

$

2,446,640

 

$

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(1,536,800

)

 

(584,700

)

 

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

238,374

 

 

 

 

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(747,241

)

 

 

 

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

188,782

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(214,299

)

 

(129,123

)

 

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

(67,921

)

 

 

Compensation Actually Paid

$

268,643

 

$

1,853,678

 

$

 

 

 

 

 

 

 

 

 

Average Non-PEO (Gold)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

1,260,180

 

$

772,486

 

$

730,912

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(671,067

)

 

(177,850

)

 

(79,900

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

104,085

 

 

101,680

 

 

43,649

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(349,416

)

 

(31,805

)

 

(100,239

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(92,952

)

 

(24,282

)

 

(30,933

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

 

 

 

Compensation Actually Paid

$

250,830

 

$

640,229

 

$

563,489

 

 

 

 

 

 

 

 

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

 

   
Non-PEO NEO Average Total Compensation Amount     $ 730,912 $ 772,486 1,260,180
Non-PEO NEO Average Compensation Actually Paid Amount     $ 563,489 640,229 250,830
Adjustment to Non-PEO NEO Compensation Footnote    
(3)
Compensation Actually Paid (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and do not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

 

Current PEO (Urso)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

1,744,152

 

$

2,101,058

 

$

894,905

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(1,078,500

)

 

(1,352,600

)

 

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

167,280

 

 

1,064,015

 

 

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(508,767

)

 

(70,339

)

 

(501,428

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(127,938

)

 

(52,241

)

 

(159,908

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

 

 

 

Compensation Actually Paid

$

196,227

 

$

1,689,893

 

$

233,569

 

 

 

 

 

 

 

 

 

Former PEO (Gold)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

2,528,609

 

$

2,446,640

 

$

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(1,536,800

)

 

(584,700

)

 

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

238,374

 

 

 

 

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(747,241

)

 

 

 

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

188,782

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(214,299

)

 

(129,123

)

 

 

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

(67,921

)

 

 

Compensation Actually Paid

$

268,643

 

$

1,853,678

 

$

 

 

 

 

 

 

 

 

 

Average Non-PEO (Gold)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

1,260,180

 

$

772,486

 

$

730,912

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(671,067

)

 

(177,850

)

 

(79,900

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

104,085

 

 

101,680

 

 

43,649

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(349,416

)

 

(31,805

)

 

(100,239

)

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

 

 

 

 

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(92,952

)

 

(24,282

)

 

(30,933

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

 

 

 

Compensation Actually Paid

$

250,830

 

$

640,229

 

$

563,489

 

 

 

 

 

 

 

 

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

 

   
Compensation Actually Paid vs. Total Shareholder Return    

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR and the Peer Group TSR.

 

img105009773_14.jpg

   
Compensation Actually Paid vs. Net Income    

Relationship between CAP and GAAP Net Loss. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP and our GAAP Net Loss.

 

img105009773_15.jpg

   
Compensation Actually Paid vs. Company Selected Measure    

Relationship between CAP and Total Cash (our Company-Selected Measure). The chart below reflects the relationship between the PEO CAP and average non-PEO NEO CAP and our Total Cash.

 

 

img105009773_16.jpg

   
Total Shareholder Return Vs Peer Group    

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR and the Peer Group TSR.

 

img105009773_14.jpg

   
Total Shareholder Return Amount     $ 7 12 21
Peer Group Total Shareholder Return Amount     88 79 73
Net Income (Loss)     $ 18,000,000 $ (32,000,000) $ (54,000,000)
Company Selected Measure Amount     38,000,000 101,000,000 153,000,000
Additional 402(v) Disclosure    
(2)
The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
   
Measure:: 1          
Pay vs Performance Disclosure          
Non-GAAP Measure Description    
(5)
We determined Total Cash to be the most important financial performance measure used to link our performance to CAP to our PEO and Non-PEO NEOs in 2024. Total Cash is defined as total cash, cash equivalents and short-term investments.
   
Daniel Gold [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   2,446,640     $ 2,528,609
PEO Actually Paid Compensation Amount   $ 1,853,678     $ 268,643
PEO Name   Daniel P. Gold     Daniel P. Gold
David Urso [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 2,101,058   $ 894,905   $ 1,744,152
PEO Actually Paid Compensation Amount $ 1,689,893   $ 233,569   196,227
PEO Name David M. Urso   David M. Urso    
PEO | Daniel Gold [Member] | Stock and Option Award Values Reported in SCT for the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (584,700)     (1,536,800)
PEO | Daniel Gold [Member] | Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         238,374
PEO | Daniel Gold [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount         (747,241)
PEO | Daniel Gold [Member] | Fair Value of Stock and Option Awards Granted in Covered Year that Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   188,782      
PEO | Daniel Gold [Member] | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (129,123)     (214,299)
PEO | Daniel Gold [Member] | Fair Value of Stock and Option Awards Forfeited during the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (67,921)      
PEO | David Urso [Member] | Stock and Option Award Values Reported in SCT for the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,352,600)       (1,078,500)
PEO | David Urso [Member] | Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,064,015       167,280
PEO | David Urso [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (70,339)   $ (501,428)   (508,767)
PEO | David Urso [Member] | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (52,241)   (159,908)   (127,938)
Non-PEO NEO | Daniel Gold [Member] | Stock and Option Award Values Reported in SCT for the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (79,900) $ (177,850) (671,067)
Non-PEO NEO | Daniel Gold [Member] | Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     43,649 101,680 104,085
Non-PEO NEO | Daniel Gold [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (100,239) (31,805) (349,416)
Non-PEO NEO | Daniel Gold [Member] | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (30,933) $ (24,282) $ (92,952)