Equity Compensation Grant and Award Practices

As discussed above, the urgent circumstances following the Company’s earnings release in January 2024 and the subsequent capital raise in March 2024 created an immediate need to assemble a talented management team to drive the Company’s turnaround. This process started with the hiring of Mr. Otting as President and Chief Executive Officer who was awarded a special one-time stock option grant covering 5,000,000 shares (adjusted for the July 11, 2024, 1-for-3 reverse stock split). To attract and retain key personnel, each of Mr. Otting’s direct reports, including Messrs. Davis, Nguyen, Gifford and Raffetto, received a special one-time stock option grant covering 1,000,000 shares (reverse split adjusted). Separately, Mr. DiNello received a one-time grant of stock options in consideration of his service as Executive Chairman, President and Chief Executive Officer on an interim basis. During fiscal 2024, the Compensation Committee awarded stock options to our NEOs in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material non-public information (“MNPI”), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information relating to stock options awarded to NEOs in the Designated Periods occurring during fiscal year 2024.


Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Awards ($)	Grant Date Fair Value of the Award ($)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of MNPI and the trading day beginning immediately following the disclosure of MNPI
Joseph M. Otting	March 6, 2024	5,000,000	6.00	31,500,000	-1.16
Richard Raffetto	July 29, 2024	1,000,000	10.48	4,560,000	-5.53
Reginald E. Davis	July 24, 2024	1,000,000	10.94	4,560,000	2.56
Alessandro P. DiNello	March 6, 2024	1,333,333	10.38	8,560,000	-1.16
Bao Nguyen	April 25, 2024	1,000,000	9.21	4,560,000	27.17
Craig Gifford	April 25, 2024	1,000,000	9.21	4,560,000	27.17

Awards Close in Time to MNPI Disclosures, Table

During fiscal 2024, the Compensation Committee awarded stock options to our NEOs in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material non-public information (“MNPI”), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information relating to stock options awarded to NEOs in the Designated Periods occurring during fiscal year 2024.


Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Awards ($)	Grant Date Fair Value of the Award ($)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of MNPI and the trading day beginning immediately following the disclosure of MNPI
Joseph M. Otting	March 6, 2024	5,000,000	6.00	31,500,000	-1.16
Richard Raffetto	July 29, 2024	1,000,000	10.48	4,560,000	-5.53
Reginald E. Davis	July 24, 2024	1,000,000	10.94	4,560,000	2.56
Alessandro P. DiNello	March 6, 2024	1,333,333	10.38	8,560,000	-1.16
Bao Nguyen	April 25, 2024	1,000,000	9.21	4,560,000	27.17
Craig Gifford	April 25, 2024	1,000,000	9.21	4,560,000	27.17