XML 13 R2.htm IDEA: XBRL DOCUMENT v3.25.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure [Table]      
Disclosure - Pay vs Performance Disclosure
                          

 

Year

  

 

SCT for PEO(1)

  

 

CAP for PEO(2)

   SCT for Non-PEO NEO(3)   CAP for Non-PEO NEO(4)   Fixed $100 Investment Based on TSR(5)  

Net Income

(in 000’s)(6)

 
(a)   (b)   (c)   (d)   (e)   (f)   (g) 
2025   $652,951   $1,948,805   $357,825   $773,236   $271.22   $8,978 
2024   $441,303   $397,475   $320,500   $328,349   $122.06   $2,127 
2023   $418,605   $632,137   $297,613   $424,446   $118.71   $7,074 
    
Named Executive Officers, Footnote [Text Block]

 

(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Rick, our Chief Executive Officer, for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation – Summary Compensation Table.”
    
PEO Total Compensation Amount $ 652,951 $ 441,303 $ 418,605
PEO Actually Paid Compensation Amount $ 1,948,805 397,475 632,137
Adjustment To PEO Compensation, Footnote [Text Block]

 

(2)The dollar amounts reported in column (c) represent the amount of CAP to Rick, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Rick during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Rick’s total compensation as reported in the SCT for each year to determine the CAP:

  

                  

 

 

 

Year

 

 

 

SCT Total for PEO

  

SCT Reported Equity Award Value for

PEO

  

Equity Award

Adjustments

for PEO(A)

  

CAP to

PEO

 
2025   $652,951  $(47,630)  $1,343,484   $1,948,805 
2024   $441,303   —   $(43,828)  $397,475 
2023   $418,605   —   $213,532   $632,137 

 

(A)Represents the year-over-year change in the fair value of equity awards to Rick as summarized below:

 

                          

 

 

 

 

Year

  

 

Add: fair value of awards granted during FY at end of year

  

 

Change in fair value of awards granted in any PY unvested at end of FY

  

 

Add for awards granted and vested in the same FY the fair value as of vesting date

  

 

 

Change in fair value as of vesting date of any awards from a PY vested in CY

  

 

Subtract: Awards granted in any PY fail to meet vesting conditions during the year; value at end of PY

  

 

 

 

 

Total Equity Award Adjustments

 
2025   $43,640   $1,394,524   $—   $(6,300)  $(88,380)  $1,343,484 
2024   $—   $42,122   $—   $—   $(85,950)  $(43,828)
2023   $—   $288,017   $—   $140,840   $(215,325)  $213,532 
    
Non-PEO NEO Average Total Compensation Amount $ 357,825 320,500 297,613
Non-PEO NEO Average Compensation Actually Paid Amount $ 773,236 328,349 424,446
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

(3)The dollar amounts reported in column (d) of the PvP table represent the amounts reported for Alisha, who is the Company’s only Non-PEO NEOs in the “Total” column of the SCT in each applicable year.
(4)The dollar amounts reported in column (e) represent the amount of CAP to Alisha, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Alisha during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Alisha’s total compensation as reported in the SCT for each year to determine the CAP:

 

  

                  

 

 

 

Year

  

 

 

SCT for Alisha Charlton

  

SCT Reported Equity Award Value for

Alisha Charlton

  

Equity Award

Adjustments

for Alisha

Charlton(A)

  

Compensation

Actually

Paid to

Alisha Charlton

 
2025   $357,825  $ (47,630)  $463,041   $773,236 
2024   $320,500  $ (20,070)  $27,919   $328,349 
2023   $297,613   —   $126,833   $424,446 

 

(A)Represents the year-over-year change in the fair value of Alisha’s equity awards as summarized below:

 

 

 

 

 

Year

  

 

 

Add: fair value of awards granted during FY at end of year

  

 

Change in fair value of awards granted in any PY unvested at end of FY

  

 

Add for awards granted and vested in the same FY the fair value as of vesting date

  

 

 

Change in fair value as of vesting date of any awards from a PY vested in CY

  

 

Subtract: Awards granted in any PY fail to meet vesting conditions during the year; value at end of PY

  

 

 

 

 

Total Equity Award Adjustments

 
2025   $43,640   $451,867   $—   $(6,688)  $(25,778)  $463,041 
2024   $39,280   $13,708   $—   $—   $(25,069)  $27,919 
2023   $—   $92,897   $—   $88,184   $(54,248)  $126,833 

 

(5)Cumulative total shareholder return (“TSR”) assumes $100 is invested in Pro-Dex, Inc. common stock as of July 1, 2022. The TSR represents the cumulative value of the $100 investment as of the end of each fiscal year presented (each, a measurement period). Pursuant to SEC rules, TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, 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. However, as the Company does not pay dividends, TSR in this proxy statement is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement periods 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.
    
CAP and TSR

CAP and TSR

 

As demonstrated by the following graph, the amount of CAP for 2023, 2024 and 2025 and the CAP is generally aligned with our TSR over the three years presented in the table. The alignment of CAP with our TSR over the period presented is because a significant portion of the CAP is comprised of equity awards.

 

    
CAP and Net Income

CAP and Net Income

 

As demonstrated by the following graph, the amount of CAP for 2023, 2024 and 2025 and is generally aligned with our net income over the three years presented in the table. However, as noted above, a significant portion of the CAP is comprised of equity awards, and therefore this may not always be the case.

 

 

    
Total Shareholder Return Amount $ 271.22 122.06 118.71
Net Income $ 8,978,000 $ 2,127,000 $ 7,074,000
PEO Name Rick Rick Rick
PEO [Member] | Rick [Member] | Reported Value Of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (47,630) $ 0 $ 0
PEO [Member] | Rick [Member] | Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,343,484 (43,828) 213,532
PEO [Member] | Rick [Member] | Add: fair value of awards granted during FY at end of year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 43,640 0 0
PEO [Member] | Rick [Member] | Change in fair value of awards granted in any PY unvested at end of FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,394,524 42,122 288,017
PEO [Member] | Rick [Member] | Add for awards granted and vested in the same FY the fair value as of vesting date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Rick [Member] | Change in fair value as of vesting date of any awards from a PY vested in CY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,300) 0 140,840
PEO [Member] | Rick [Member] | Subtract: Awards granted in any PY fail to meet vesting conditions during the year; value at end of PY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (88,380) (85,950) (215,325)
PEO [Member] | Rick [Member] | Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,343,484 (43,828) 213,532
Non-PEO NEO [Member] | Alisha Charlton [Member] | Reported Value Of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (47,630) (20,070) 0
Non-PEO NEO [Member] | Alisha Charlton [Member] | Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 463,041 27,919 126,833
Non-PEO NEO [Member] | Alisha Charlton [Member] | Add: fair value of awards granted during FY at end of year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 43,640 39,280 0
Non-PEO NEO [Member] | Alisha Charlton [Member] | Change in fair value of awards granted in any PY unvested at end of FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 451,867 13,708 92,897
Non-PEO NEO [Member] | Alisha Charlton [Member] | Add for awards granted and vested in the same FY the fair value as of vesting date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Alisha Charlton [Member] | Change in fair value as of vesting date of any awards from a PY vested in CY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,688) 0 88,184
Non-PEO NEO [Member] | Alisha Charlton [Member] | Subtract: Awards granted in any PY fail to meet vesting conditions during the year; value at end of PY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (25,778) (25,069) (54,248)
Non-PEO NEO [Member] | Alisha Charlton [Member] | Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 463,041 $ 27,919 $ 126,833