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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay versus Performance

Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding "compensation actually paid", as defined in Item 402(v). In accordance with SEC rules, the "compensation actually paid" amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary of Compensation Table as described in the footnotes to the following table.

In accordance with the SEC rules for smaller reporting companies, only three years of information is required under Item 402(v) of Regulation S-K.

(a) (b) (c) (d) (e) (f) (g)
Year

Summary

Compensation Table

Total for PEO1

Compensation Actually

Paid to PEO2

Average

Summary

Compensation

Table Total for

Non-PEO Named

Executive

Officers3

Average

Compensation

Actually Paid to

Non-PEO

Named

Executive

Officers4

Value of Initial

Fixed $100

Investment

Based on Total

Shareholder

Return5

Net Income6
($) - Baker ($) - Krier ($) - Baker ($) - Krier ($) ($) ($)

($) (in

thousands)

2025 $213,395 $- $213,395 $- $113,318 $113,318 $2.70 ($10,902)
2024 $226,619 $112,150 $226,619 $112,150 $169,240 $169,240 $8.69 ($2,698)
2023 $- $386,823 $- $386,823 $152,678 $152,678 $24.60 ($4,973)
(1) For fiscal year 2023 the PEO was the Chief Executive Officer, John Krier. For fiscal year 2024, the PEOs were John Krier (Chief Executive Officer from July 1, 2023 - October 1, 2023) and Brian Baker (October 1, 2023 - June 30, 2024). For fiscal year 2025, the PEO was Chief Executive Officer Brian Baker.  The values reflected in this column reflect the "Total Compensation" paid to Mr. Krier and Mr. Baker, the Company's Principal Executive Officer, as set forth in the Summary of Compensation Table.
   
(2) The dollar amounts reported in this column represent the amount of "compensation actually paid" to Mr. Krier and Mr. Baker respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the "compensation actually paid" amounts reported above for Mr. Krier and Mr. Baker respectively:

 

Adjustments to Determine Compensation "Actually Paid" for PEO 2025 2024 2023
Baker Krier Baker Krier Baker Krier
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT     ($3,313) ($8,623)   ($46,383)
Deduction for Amounts Reported under the "Option Awards" Columns in the SCT            
Increase for the Fair Value of Awards Granted during year that Remain Unvested as of Year end            
Increase for Fair Value of Awards Granted during year that Vest during year     $3,313 $8,623   $46,383
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end            
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that Vested during year            
Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year            
Increase based upon Incremental Fair Value of Awards Modified during year            
Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award            
Total Adjustments $0 $0 $0 $0 $0 $0

 

(3) For fiscal year 2023, the non-PEO NEOs were Norman Roegner and Brian Baker. For fiscal year 2024, the non-PEO NEO was Gabe Ellwein.  For fiscal year 2025, the non-PEO NEOs were Gabe Ellwein and Ryan Staats.  The values reflected in this column reflect the average "Total Compensation" paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.
   
(4)

The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:

 

Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs 2025 2024 2023
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT     ($9,284)
Deduction for Amounts Reported under the "Option Awards" Columns in the SCT      
Increase for the Fair Value of Awards Granted during year that Remain Unvested as of Year end      
Increase for Fair Value of Awards Granted during year that Vest during year     $9,284
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end      
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that Vested during year      
Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year      
Increase based upon Incremental Fair Value of Awards Modified during year      
Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award      
Total Adjustments $0 $0 $0

 

(5) Cumulative Total Share Return ("TSR") value listed in each year reflects what the cumulative value of $100 would be if invested on June 30, 2020. TSR is calculated on a cumulative basis by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, if any, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
   
(6) The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year.

Analysis of the Information Presented in the Pay versus Performance Table

The Company's executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following graph illustrates the amount of "compensation actually paid" ("CAP") to Mr. Krier and Mr. Baker and the average amount of CAP to the Company's Named Executive Officers as a group (excluding Mr. Krier and Mr. Baker) relative to the Company's cumulative TSR over the three years presented in the table.

formdef14axu001.jpg

Compensation Actually Paid and Net Income (Loss)

As demonstrated by the following table, the amount of CAP to Mr. Krier & Mr. Baker and the average amount of CAP to the Company's Named Executive officers as a group (excluding Mr. Krier and Mr. Baker) are not aligned with the Company's net loss over the three years presented in the table. The Company has not used net loss as a performance measure in the overall executive compensation program.

formdef14axu002.jpg

   
Named Executive Officers, Footnote For fiscal year 2023, the non-PEO NEOs were Norman Roegner and Brian Baker. For fiscal year 2024, the non-PEO NEO was Gabe Ellwein.  For fiscal year 2025, the non-PEO NEOs were Gabe Ellwein and Ryan Staats.  The values reflected in this column reflect the average "Total Compensation" paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.    
Peer Group Issuers, Footnote Cumulative Total Share Return ("TSR") value listed in each year reflects what the cumulative value of $100 would be if invested on June 30, 2020. TSR is calculated on a cumulative basis by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, if any, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.    
Adjustment To PEO Compensation, Footnote
Adjustments to Determine Compensation "Actually Paid" for PEO 2025 2024 2023
Baker Krier Baker Krier Baker Krier
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT     ($3,313) ($8,623)   ($46,383)
Deduction for Amounts Reported under the "Option Awards" Columns in the SCT            
Increase for the Fair Value of Awards Granted during year that Remain Unvested as of Year end            
Increase for Fair Value of Awards Granted during year that Vest during year     $3,313 $8,623   $46,383
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end            
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that Vested during year            
Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year            
Increase based upon Incremental Fair Value of Awards Modified during year            
Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award            
Total Adjustments $0 $0 $0 $0 $0 $0
   
Non-PEO NEO Average Total Compensation Amount $ 113,318 $ 169,240 $ 152,678
Non-PEO NEO Average Compensation Actually Paid Amount $ 113,318 169,240 152,678
Adjustment to Non-PEO NEO Compensation Footnote
Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs 2025 2024 2023
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT     ($9,284)
Deduction for Amounts Reported under the "Option Awards" Columns in the SCT      
Increase for the Fair Value of Awards Granted during year that Remain Unvested as of Year end      
Increase for Fair Value of Awards Granted during year that Vest during year     $9,284
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end      
Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that Vested during year      
Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year      
Increase based upon Incremental Fair Value of Awards Modified during year      
Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award      
Total Adjustments $0 $0 $0
   
Compensation Actually Paid vs. Total Shareholder Return

formdef14axu001.jpg

   
Compensation Actually Paid vs. Net Income

formdef14axu002.jpg

   
Total Shareholder Return Amount $ 2.7 8.69 24.6
Net Income (Loss) $ (10,902,000) (2,698,000) (4,973,000)
Additional 402(v) Disclosure The dollar amounts reported in this column represent the amount of "compensation actually paid" to Mr. Krier and Mr. Baker respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the "compensation actually paid" amounts reported above for Mr. Krier and Mr. Baker respectively:    
Pension Benefits Adjustments, Footnote

Retirement Benefits

We do not provide pension arrangements or post-retirement health coverage for executive officers or employees. Our executive officers and other eligible employees may participate in one of our 401(k) defined contribution plans depending on the location of their employment. In fiscal year 2024, we maintained two separate 401(k) plans for our employees: (1) the Dynatronics Corporation Plan (the "Dynatronics Plan") covers its Bird & Cronin, LLC and Dynatronics Corporation employees; and (2) the Hausmann Enterprises, LLC Plan (the "Hausmann Plan") covers employees at our New Jersey location.

Dynatronics Plan. Under the Dynatronics Plan, employees who are 21 years of age or older are eligible to participate on the first day of the month following their hire date. Eligible employees may contribute to the Dynatronics Plan in the form of salary deferrals of up to $23,000, the maximum allowable for calendar year 2024. Eligible employees who are over 50 years old may contribute an additional $7,500 in catchup contributions during calendar year 2024. We match employee contributions at 50% of the first 6% of employee compensation, up to a maximum of $3,000 per employee per year. Participants in the Dynatronics Plan are fully vested in their salary deferral contributions, and employer matching contributions vest 25% after year one, 25% each year thereafter (100% vested after four years).

Hausmann Plan. Under the Hausmann Plan, employees who are 21 years of age or older are eligible to participate on the first day of the month following their hire date. Eligible employees may contribute to the Hausmann Plan in the form of salary deferrals of up to $23,000, the maximum allowable for calendar year 2024. Eligible employees who are over 50 years old may contribute an additional $7,500 in catchup contributions during calendar year 2024. We match employee contributions at 50% of the first 6% of employee compensation, up to a maximum of $3,000 per employee per year. Participants in the Hausmann Plan are fully vested in their salary deferral contributions, and employer matching contributions vest 25% after year one, 25% each year thereafter (100% vested after four years).

   
Equity Awards Adjustments, Footnote

Outstanding Equity Awards at June 30, 2025

The following table presents information regarding outstanding equity awards held by each of the Named Executive Officers as of June 30, 2025.

      Option awards            Stock awards                             
Name  

Number of securities

underlying

unexercised options (#)

exercisable 

   

Number of securities

underlying

unexercised options

(#) unexercisable 

   

Option

exercise

price ($) 

   

Option

expiration

date 

   

Number

of shares

or units of

stock that

have not

vested

(#) 

   

Market

value of

shares or

units of

stock that

have not

vested

($) 

 
(a)   (b)      (c)      (e)      (f)      (g)      (h)   
                                     
Brian D. Baker   18,000     -   $ 6.95 to 13.50     2/26/2026 to 8/25/2027     -     -  
Ryan Staats   -     -     -     -     -     -  
Gabe Ellwein   -     -     -     -     -     -  
John A Krier   -     -     -     -     -     -  
   
First PEO [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 213,395 226,619 0
PEO Actually Paid Compensation Amount 213,395 226,619 0
Adjustment to Compensation, Amount $ 0 0 0
PEO Name Brian Baker    
First PEO [Member] | Deduction For Amounts Reported Under Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   (3,313)  
First PEO [Member] | Increase For Fair Value Of Awards Granted During Year That Vest During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   3,313  
Second PEO [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 0 112,150 386,823
PEO Actually Paid Compensation Amount 0 112,150 386,823
Adjustment to Compensation, Amount $ 0 0 0
PEO Name John Krier    
Second PEO [Member] | Deduction For Amounts Reported Under Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   (8,623) (46,383)
Second PEO [Member] | Increase For Fair Value Of Awards Granted During Year That Vest During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   8,623 46,383
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 0
Non-PEO NEO | Deduction For Amounts Reported Under Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     (9,284)
Non-PEO NEO | Increase For Fair Value Of Awards Granted During Year That Vest During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     $ 9,284