Accuray年度股东大会将选举董事并表决高管薪酬及审计师任命

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.  )

Check the appropriate box:

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NOTICE OF

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”), of Accuray Incorporated, a Delaware corporation (“Accuray” or the “Company”), which will be held virtually via live audio webcast on Thursday, November 19, 2026 at 11:00 a.m. CT. In order to attend and vote at the Annual Meeting, see “How can I attend the Annual Meeting virtually?” in the proxy statement (the “Proxy Statement”) that accompanies this Notice of 2026 Annual Meeting of Stockholders.

We are holding the Annual Meeting for the following purposes:

These items of business to be transacted at the Annual Meeting are more fully described in the Proxy Statement. The Annual Meeting this year will be a virtual-only meeting of stockholders to provide convenience to our stockholders and enable increased stockholder participation. Stockholders will be able to attend and participate in the Annual Meeting, vote their shares electronically, and submit questions during the live audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/ARAY2026 and entering their control number.

The Annual Meeting will begin promptly at 11:00 a.m. CT. Only holders of record and beneficial owners of shares of our common stock at the close of business on October 8, 2026, the record date, are entitled to notice of, to attend, and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available by writing to the Corporate Secretary at our principal executive offices located at 1240 Deming Way, Madison, WI 53717.

It is important that you use this opportunity to vote on the business to come before the stockholders at the Annual Meeting. After reading the Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (the “Annual Report”), you are urged to cast your vote as promptly as possible. Please promptly sign, date and return the enclosed proxy card in the prepaid envelope provided to you or vote by telephone or over the Internet to ensure that your shares are represented at the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting. Even if you plan to attend the Annual Meeting, please cast your vote as promptly as possible by telephone, Internet or by signing and dating your proxy card and returning it promptly. This will ensure that your vote will be counted if you later decide not to, or are unable to, attend the Annual Meeting. Even if you have given your proxy, you may still attend and vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on

November 19, 2026 at 11:00 a.m. Central Time

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The Notice of the 2026 Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended June 30, 2026 are available at www.virtualshareholdermeeting.com/ARAY2026.

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PROXY STATEMENT FOR

ACCURAY INCORPORATED

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2026

This proxy statement (“Proxy Statement”) is furnished to our stockholders of record as of the close of business on October 8, 2026 (the “Record Date”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use in connection with our 2026 Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”), to be held virtually via live audio webcast on Thursday, November 19, 2026, at 11:00 a.m. CT. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers Regarding This Solicitation and Voting at the Annual Meeting—How can I attend the Annual Meeting virtually?” This Proxy Statement and the proxy card are first being sent, or made available, to our stockholders on or about October 16, 2026. Our Company’s fiscal year ended on June 30, 2026.

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION

AND VOTING AT THE ANNUAL MEETING

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PROPOSAL ONE

ELECTION OF DIRECTORS

Classes of Our Board

Our Amended and Restated Certificate of Incorporation provides that our Board shall be divided into three classes, designated Class I, Class II and Class III, with each class serving for a staggered three-year term. Our Board currently consists of seven directors: two Class I directors, two Class II directors and three Class III directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Mika Nishimura, one of our Class II directors, is not standing for re-election at the Annual Meeting and her term will end at the Annual Meeting. We thank Ms. Nishimura for her service to our Company and Board. Following the Annual Meeting, we will have six authorized directors.

The following information is provided for each of the nominees and continuing directors: name, class in which each director or nominee serves, age as of September 30, 2026, and length of service on our Board.

Listed below are the biographies of each director nominee and continuing director and the experiences, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) or the independent members of the board, if applicable, to recommend, and our Board to determine, that the person should serve as a director for the Company. There are no family relationships among any of our directors or executive officers.

Director Nominees—Class II Director

Our Board has nominated Richard A. Meier for election as a Class II director to serve until our 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Meier is currently serving as a Class II director and has consented to being named in this Proxy Statement and has indicated a willingness to serve if elected. If Mr. Meier is unavailable for election, the persons named as proxyholders will use their discretion to vote for any substitute nominee in accordance with their best judgment. Mr. Meier is an incumbent director currently serving on the Board and is standing for election by stockholders for the first time. Mr. Meier was recommended to the Board by a non-management member of our Board and his nomination was approved by the independent members of our Board.

Richard A. Meier has served as a member of our Board since October 2026. Mr. Meier served as the Chief Executive Officer and a member of the board of directors of TwinMed, LLC, a private healthcare services company from June 2024 through May 2025. Prior to that, he served as President and Chief Executive Officer and a member of the board of Rockley Photonics Holdings Ltd. (“Rockley”), a public medical technology company¹, from December 2022 to May 2023 and as President and Chief Financial Officer from October 2022 to December 2022. Prior to Rockley, Mr. Meier was Executive Vice President and Chief Financial Officer of Intersect ENT, Inc., a public medical technology company, a position he held from November 2019 through

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June 2022 when it was acquired by Medtronic. Mr. Meier served as Executive Vice President and Chief Financial Officer of Owens & Minor, Inc., a global healthcare services company, from March 2013 to July 2015. In July 2015, he took on the added role of President-International, a position he held until June 2018. Mr. Meier was an Executive Vice President and Chief Financial Officer at TeleFlex Incorporated, a global medical device company, from January 2010 through March 2012. Earlier in his career, Mr. Meier served as President and Chief Operating Officer of Advanced Medical Optics, Inc., a global ophthalmic medical device company, that was acquired by Abbott Laboratories in February 2009. Throughout his time at Advanced Medical Optics, Mr. Meier served as Chief Financial Officer, while also serving in a number of additional senior operating roles. Mr. Meier was the Executive Vice President and Chief Financial Officer of Bausch Health Companies Inc. (BHC) (formerly Valeant Pharmaceuticals, Inc. and ICN Pharmaceuticals, Inc.), from October 1999 to April 2002, and Senior Vice President & Treasurer from May 1998 to October 1999. Mr. Meier was a member of the Board of Directors of BioMarin Pharmaceutical Inc., a public pharmaceutical company, from 2006 to 2026, where he also served as Chairman from 2023 through 2026, and was also a member of the Board of Directors of Staar Surgical Inc., a public ophthalmic medical device company, from June 2009 to June 2016, where he also served on the Governance, Compensation, and Audit Committees. Mr. Meier holds a B.A. in Economics from Princeton University.

As a seasoned healthcare, medical technology, and life sciences executive, Mr. Meier brings to our Board extensive leadership experience in driving enterprise value creation, operational excellence and financial performance.

Continuing Directors—Class I and Class III Directors

Joseph E. Whitters has served as a member of our Board since July 2018. Mr. Whitters has been an advisor/consultant to Frazier Healthcare, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a publicly traded managed care company, most recently as its Chief Financial Officer. He also previously served as the Controller for United Healthcare Corp, a publicly traded health care management company, from 1984 to 1986. Prior to that, Mr. Whitters served as the Manager of Accounting and Taxation for Overland Express, a publicly traded trucking company, and he began his career in public accounting with Peat Marwick (now KPMG). Mr. Whitters has served on the boards of directors and audit committees of various public companies, including Cutera, Inc., a global aesthetics device company, from February 2019 through June 2023; InfuSystem Holdings, Inc., a publicly traded provider of infusion pumps and related products and services, from April 2012 through May 2019; Analogic Corporation, a private healthcare and security technology solutions company, from October 2017 through June 2018; PRGX Global, Inc., a private provider of recovery audit and spend analytics services, from February 2013 to March 2021; Spark Networks, a private operator of premium online dating sites and mobile applications, from July 2021 to February 2024; and Air Methods Corp., a private air medical transportation and air tourism company, from March 2016 through April 2017. Mr. Whitters has also been an advisor or board member of several private companies. Mr. Whitters holds a B.A. in Accounting from Luther College.

As a former Chief Financial Officer with significant public company governance experience in the medical technology and medical device industry, Mr. Whitters brings to our Board extensive experience in finance, accounting, public company governance, operations and strategy.

Chan W. Galbato has served as a member of our Board since November 2025. Mr. Galbato has been Senior Advisor to Barington Capital Group, LP, a private investment firm, since March 2025, and Alvarez Marsal Holdings, LLC, a consulting firm, since August 2025. Previously, he was the Chief Executive Officer of Cerberus Operations and Advisory Company, LLC, the global operating platform of Cerberus Capital Management, a private investment company, from 2012 to 2024. Prior to joining Cerberus in 2009, Mr. Galbato served as President and Chief Executive Officer of the Controls Group of Invesys plc, a global technology company. Prior to that, he served as President of Services and of the commercial distribution arm of companies for The Home Depot; President and Chief Executive Officer of Armstrong Floor Products, a division of Armstrong World Industries; Chief Executive Officer of Choice Parts, a joint venture start-up; and President and Chief Executive Officer of Coregis Insurance Company, a GE Capital company. He spent fourteen years with General Electric Company, holding several operating and finance leadership positions within their various industrial divisions (including Transportation Systems, Aircraft Engines, Medical Systems and Appliances). Mr. Galbato has served on the boards of directors, audit committees, nominating and governance committees, compensation committees, finance committees and technology committees of various companies, including The

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Eastern Company, a publicly traded engineering and manufacturing company, since May 2025, NFI Group Inc., a publicly-traded multinational bus manufacturer, from January 2025 to April 2025; Albertsons Companies, Inc., a publicly traded food and drug retail company, from April 2021 to October 2024; Blue Bird Corporation, a publicly-traded manufacturer of school buses and specialty vehicles, from February 2015 to April 2023; Autoweb, Inc., a publicly-traded digital marketing company for the automotive industry, from January 2019 to May 2022; and Avon Products, Inc., a publicly-traded cosmetics and beauty company, from March 2016 to January 2020. Mr. Galbato holds a B.A. in Economics from the State University of New York and an M.B.A. from the University of Chicago.

As a former Chief Executive Officer with significant experience in running multinational businesses and finance as well as his public company board experience, Mr. Galbato will bring to our Board extensive experience in leadership, governance, business development, operations and strategy.

James M. Hindman has served as a member of our Board since September 2019. Mr. Hindman served in various positions at Allergan, Inc. (“Allergan”), a multi-specialty healthcare company that was acquired by Actavis PLC in 2015, from 1984 to March 2015, where he held positions of increasing responsibility, including most recently as the Executive Vice President, Finance and Business Development, and Chief Financial Officer from August 2014 to March 2015. Mr. Hindman served as Senior Vice President of Treasury, Risk and Investor Relations at Allergan from March 2002 to August 2014, and, from 1984 to 2002, Mr. Hindman served a variety of other finance positions at Allergan, including Senior Vice President, Finance and Controller; Vice President, Finance; Vice President, Financial Planning and Analysis; and Assistant Corporate Controller. Mr. Hindman currently serves on the board of directors of Aatru Medical, LLC, a private medical device company. In the past five years, Mr. Hindman served on the board of directors of Millendo Therapeutics, Inc., a public biotechnology company, from June 2016 to June 2021; Sienna Biopharmaceuticals, Inc., a public clinical-stage medical dermatology and aesthetics company, from August 2018 to December 2019; Urovant Sciences, Inc., a private biopharmaceutical company, from June 2020 to March 2023; and Amolyt Pharma SAS, a private company specializing in developing therapeutic peptides for endocrine and metabolic disease, from July 2021 to July 2024. He has also provided financial consulting services to Cidara Therapeutics, Inc., a public biotechnology company, since July 2015, and to RANI Therapeutics Holdings, Inc., a private biotechnology company, from December 2017 to December 2018. Mr. Hindman holds a B.S. in Accounting from Loyola Marymount University and a M.B.A. from Pepperdine University. He is a certified public accountant in the state of California (inactive).

As a former Chief Financial Officer of a publicly traded global healthcare company with significant financial experience in the medical device industry, Mr. Hindman brings to our Board extensive experience in business development, strategy, financial planning and reporting, accounting, and public company governance.

Steven F. Mayer has served as a member of our Board since June 2025. Mr. Mayer currently serves as a Senior Advisor to Cerberus Capital Management, LP, a private investment firm, and its affiliates since 2023. He has also served as Chairman of the Operations Advisory Counsel and Senior Advisor to the private credit group of TCW, a $200 billion investment group, since 2023; a senior strategic advisor to Red Arts Capital, a private equity firm focused on supply chain investments, since 2024; Chairman and Co-founder of 9Squared, LLC, a technology company, since 2023; and Chief Executive Officer of Dedication Capital, LLC, a privately held investment vehicle, since 2018. Previously, Mr. Mayer was the Executive Chairman of Grifols, SA, a publicly traded global healthcare company, from October 2022 to February 2023 and Senior Managing Director, Co-Head of Global Private Equity, and Chairman of the Investment Committee of Cerberus Capital Management, L.P. from 2002 to 2018. Mr. Mayer currently serves on the Boards of Directors of the holding company of Landmark Structures I, LP, a privately held engineering and contracting company in North America and 9Squared LLC, an early stage, privately held technology company, and in the past five years has served on the Boards of Directors of Grifols, SA, a global healthcare company, from June 2011 to February 2023, Knowles Corporation, a manufacturer of specialty electronic components, from May 2019 through October 2019, and Pace Industries Holdings, LLC, a privately held die cast manufacturer in North America, from December 2023 through March 2026. Mr. Mayer holds a J.D. from Harvard Law School and a B.A. in public and international affairs from Princeton University.

Mr. Mayer brings to our Board extensive governance experience, having served as a member of the Boards of Directors of more than 30 other public and private companies spanning a range of industries including medical technology and biotherapeutics.

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Steve La Neve has served as our President and Chief Executive Officer and member of our Board since October 2025. Prior to joining the Company, Mr. La Neve most recently served as President of the Trauma and Joint Reconstruction business unit of Globus Medical Inc. and, previously, Globus Medical Japan K.K., a provider of musculoskeletal device solutions, from 2019 to 2024. From 2015 to 2019, Mr. La Neve was CEO of Bone Biologics Corporation, a medical device company focused on bone regeneration. He also served as a member of the board of directors of Bone Biologics Corporation until December 2022. Prior to that, Mr. La Neve served as CEO of Life Science Enterprises, Inc., an early-stage biomaterials company spun out from ETEX Corporation, from 2014 to 2015, and CEO of ETEX Corporation, an advanced biomaterials company, from 2014 until Zimmer Holdings, Inc. acquired the business of ETEX Holdings, Inc. late in 2014. Prior to that role, Mr. La Neve was CEO and a member of the board of directors at SkelRegen, LLC, Global President of Becton Dickinson Preanalytical Systems, Global President of Medtronic Spine and Biologics, Inc., as well as President of Medtronic Japan. Early in his career, Mr. La Neve served in various commercial roles for three diagnostics companies: Becton Dickinson, Roche and EM Diagnostic Systems, domestically and internationally. He has served as a board member for several healthcare companies in the medical device and diagnostic segments, currently including Insight Medbotics, a company developing MRI guided robotics for interventional oncology. Mr. La Neve holds a B.S. in Health Planning and Administration from the Pennsylvania State University and an MBA from West Chester University. He is a member of Omicron Delta Epsilon, an international honor society recognizing academic excellence and achievements in economics.

Mr. La Neve brings to our Board industry experience with global medical device and healthcare companies. Mr. La Neve’s qualifications to serve on our Board include the perspective he brings as our Chief Executive Officer and, among other skills and qualifications, his strategic management, sales and marketing and business development skills, commercial leadership experience and executive vision.

Governance Agreement and Securities Purchase Agreement

On June 6, 2025, we entered into the Governance Agreement (the “Governance Agreement”) with TCW Asset Management Company LLC (“TCW”) pursuant to which we agreed to appoint a designee of TCW to the Board. Pursuant to the Governance Agreement, TCW has designated Steven F. Mayer to be a director on the Board. During the term of the Governance Agreement, TCW also has the right to designate two individuals to be appointed as non-voting observers to the Board. The Governance Agreement will terminate upon the first date on which: (a) both (1) the Company has paid in full all of the Obligations (as defined in the Financing Agreement (as defined below)) due under the Financing Agreement and (2) TCW or any of its Affiliates (as defined in the Governance Agreement) has legal and beneficial ownership of shares of Common Stock (including warrants issued by the Company calculated on a “net exercise” basis) of less than 5% of the Company’s then-outstanding Common Stock; and (b) the mutual agreement of the Company and TCW in writing.

On July 29, 2026, we entered into a Securities Purchase Agreement (“the Securities Purchase Agreement”) with certain existing investors of the Company party thereto (the “Investors”), pursuant to which we sold shares of Series A Convertible Preferred Stock and agreed to certain governance terms with the Investors. In accordance with the terms of the Securities Purchase Agreement, we decreased the size of our Board to seven members, and concurrently with the execution of the Securities Purchase Agreement, Beverly Huss and Anne Le Grand stepped down from our Board. Under the terms of the Securities Purchase Agreement, following the closing (the “Closing Date”) of the transactions contemplated by the Securities Purchase Agreement, TCW will have the right to designate up to two members of the Board (the “Preferred Directors”). TCW’s right to designate two members of the Board under the Securities Purchase Agreement is inclusive of the individual TCW is entitled to designate pursuant to the Governance Agreement. TCW has initially designated Chan W. Galbato and Steven F. Mayer to serve as the Preferred Directors. In addition, pursuant to the Securities Purchase Agreement, we will elect a seventh director, who will be a new, independent director within 120 days of the Closing Date. For so long as TCW is entitled to designate at least one Preferred Director, (i) each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board shall include at least one Preferred Director (subject to applicable independence requirements and applicable law), and (ii) we shall not establish any executive committee, finance committee or other committee of the Board with material authority over any of the matters that require the approval of the holders of the Series A Preferred Stock under the Certificate of Designations unless a Preferred Director is a member of such committee (subject to certain exceptions).

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For further information regarding our agreements with TCW, including the Financing Agreement and the Securities Purchase Agreement, see “Certain Relationships and Related Transactions – Transactions with TCW.”

How Votes Are Counted

To be elected, directors must receive a majority of votes cast, meaning that the number of shares voted “FOR” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. You may vote either “FOR” or “AGAINST” each director nominee or you may abstain by voting “ABSTAIN”. Abstentions will not be counted for purposes of determining the number of votes cast with respect to the election of such a director, and thus will have no effect on the outcome of the vote. Broker non-votes will have no effect on the outcome of the vote.

Under our Corporate Governance Guidelines, in advance of his or her nomination, each director submits an irrevocable, conditional resignation that the Board may accept if an incumbent fails to be elected by a majority of votes cast. In that situation, the independent members of the Board would make a recommendation to the Board about whether to accept such resignation, which the Board will promptly consider. The independent members of the Board and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. If a nominee who is not an incumbent does not receive a majority of the votes cast, such nominee will not be elected as a director.

Board of Directors’ Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEE FOR CLASS II DIRECTOR LISTED ABOVE.

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PROPOSAL TWO

ADVISORY VOTE TO APPROVE THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(“SAY-ON-PAY” VOTE)

General

We are submitting to our stockholders for approval, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs,” or each, an “NEO”) as disclosed in this Proxy Statement in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (a “say-on-pay” vote). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. In this proposal, we are asking our stockholders to provide advisory approval of the compensation of our NEOs, as such compensation is described in “Compensation Discussion and Analysis,” the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in this Proxy Statement. We have held a say-on-pay vote annually since our first say-on-pay vote in 2011 and our next say-on-pay vote will be held at next year’s annual meeting of stockholders.

The Compensation Committee of our Board (the “Compensation Committee”) considers the results of each annual stockholder advisory vote on the compensation of our NEOs and stockholder feedback on our executive compensation program. At our 2025 Annual Meeting of Stockholders, approximately 87.6% of the votes cast (excluding abstentions and broker non-votes) were voted in favor of the compensation of our then-named executive officers and, indirectly, our executive compensation program. The Compensation Committee viewed these results as support for our executive compensation program and, as a result, continued to apply the same general principles and philosophy as in the prior fiscal year to our executive compensation programs, policies and practices for fiscal 2026 and kept such programs consistent with the prior fiscal year, which is discussed in more detail in “Compensation Discussion and Analysis” below.

Summary of Fiscal 2026 Executive Compensation Program

Our executive compensation program is designed to enable us to attract, retain, motivate and appropriately reward the individuals who can help us successfully execute our business strategy and promote the best interests of our stockholders. In deciding how to vote on this proposal, our Board urges you to consider the following factors, which are more fully discussed in “Compensation Discussion and Analysis” below:

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Consistent with this belief, we have adopted stock ownership requirements for our executive officers. All of our executive officers are in compliance or are on track to be in compliance with these stock ownership requirements within the periods established in the requirements.

The Compensation Committee will continue to analyze our executive compensation policies and practices and adjust them as appropriate to reflect our performance and competitive needs.

How Votes Are Counted

The proposal requires the affirmative vote of a majority of the voting power of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will be treated as being present and entitled to vote on the proposal and, therefore, will have the same effect as a vote AGAINST the proposal. Broker non-votes, if any, will have no effect on the outcome of the vote.

Because your vote is advisory, it will not be binding on our Board or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and approving our executive compensation program, and our Board value the opinions expressed by our stockholders and will consider the outcome of the vote when making future compensation decisions for our NEOs.

Board of Directors’ Recommendation

Based on the information provided above and within “Compensation Discussion and Analysis” in this Proxy Statement, we request that you indicate your support for our executive compensation philosophy, policies and practices by voting in favor of the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s NEOs as described in the Company’s 2026 Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables, and the other narrative compensation disclosures.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

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PROPOSAL THREE

RATIFICATION OF APPOINTMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee of our Board (the “Audit Committee”) has selected Grant Thornton LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending June 30, 2027. Grant Thornton LLP has audited our consolidated financial statements since fiscal year 2007.

Stockholder ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027 is not required by law, the Nasdaq Listing Rules, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws (“Bylaws”). However, our Board is submitting the selection of Grant Thornton LLP to our stockholders for ratification as a matter of good corporate governance and practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Grant Thornton LLP. Even if the selection is ratified, we may appoint a different independent registered public accounting firm during the fiscal year if the Audit Committee determines that such a change would be in the best interests of our Company and our stockholders.

Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from our stockholders.

Audit and Non-Audit Services

The Audit Committee is directly responsible for the appointment, compensation and oversight of our independent auditors. The Audit Committee retained Grant Thornton LLP to audit our consolidated financial statements for the fiscal year ended June 30, 2026. The estimated aggregate fees billed by Grant Thornton LLP for all services relating to fiscal 2026 and 2025 are as follows:

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services and tax services, as well as, to a very limited extent, specifically designated non-audit services that, in the opinion of the Audit Committee, will not impair the independence of the registered public accounting firm. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit

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Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including the fees for the services performed to date. In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as required.

How Votes Are Counted

The proposal requires the affirmative vote of a majority of the voting power of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal. Abstentions will be treated as being present and entitled to vote on the proposal and, therefore, will have the same effect as a vote AGAINST the proposal. Broker non-votes, if any, will have no effect on the outcome of the vote.

Board of Directors’ Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2027.

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AUDIT COMMITTEE REPORT

The Audit Committee is responsible for overseeing our accounting and financial reporting processes and internal control systems, the appointment, compensation, retention and oversight of Grant Thornton LLP, our independent registered public accounting firm, and audits of our financial statements, all pursuant to the Audit Committee’s written charter. Grant Thornton LLP reports directly to the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the Audit Committee, from our Company for such advice and assistance.

Management is responsible for preparing our financial statements and for our financial reporting processes, accounting policies, systems of internal controls and disclosure controls and procedures. For our fiscal year ended June 30, 2026, Grant Thornton LLP was responsible for expressing an opinion on the effectiveness of our internal control over financial reporting. Grant Thornton LLP was also responsible for performing an independent audit and expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States. In this context, the Audit Committee hereby reports as follows:

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

James M. Hindman, Chairperson

Chan W. Galbato

Joseph E. Whitters

The foregoing Audit Committee report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under these acts, except to the extent we incorporate by reference into such filings.

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EXECUTIVE OFFICERS

Set forth below is certain information regarding each of our executive officers as of September 30, 2026:

Further information with respect to Mr. La Neve, our President and CEO, is provided above under “Proposal One—Election of Directors.”

Ali Pervaiz has served as our Senior Vice President, Chief Financial Officer since May 2022. Previously, Mr. Pervaiz served as our Vice President, Global Commercial Operations from August 2020 through May 2022. Prior to joining the Company, Mr. Pervaiz was with GE Healthcare, a global medical technology, pharmaceutical diagnostics, and digital solutions innovator and subsidiary of General Electric Company, for over 15 years in senior financial and operating leadership roles, most recently as Executive – Margin Growth PMO Leader focused on Margin Expansion for the Global Imaging business from September 2018 to January 2020 and Executive – Advance Leader focused on Commercial Strategy & Finance Transformation from January 2017 to September 2018. During his tenure at GE Healthcare, Mr. Pervaiz, who was selected for and graduated from the Corporate Audit Staff program, also previously held business unit Chief Financial Officer roles at GE Healthcare for the US Commercial Diagnostic Imaging Equipment and US Commercial Life Support Solutions businesses. Mr. Pervaiz holds an M.B.A. from the University of Chicago Booth School of Business with focus on finance and operations, an M.S. in healthcare technologies management from the Medical College of Wisconsin and a B.S. from Marquette University.

Paul Miele has served as our Senior Vice President, Chief Commercial Officer since April 2026. Prior to joining the Company, Mr. Miele served as Business Unit Leader & General Manager of the Monarch Robotic Platform at Johnson & Johnson MedTech, the medical device division of the multinational healthcare company, Johnson & Johnson, from September 2024 to April 2026. Prior to that, he was at Globus Medical, a global musculoskeletal technology company, from June 2016 to July 2023, where he served in various senior-level sales positions, including most recently as Vice President Sales, Americas APAC from July 2022 to July 2023. Prior to that he served in various sales-related positions at Intuitive Surgical, Mpathy Medical, Cook Medical and Eli Lilly & Company. Mr. Miele holds a B.S. in Finance and Marketing from Northeastern University.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis provides information regarding the fiscal 2026 compensation program for our named executive officers (“NEOs”), which includes (i) two individuals who served as our principal executive officer during fiscal 2026, (ii) our other two most highly compensated executive officers at fiscal year-end, and (iii) one additional executive officer for whom disclosure would have been provided but for the fact that such individual was not serving as an executive officer at fiscal year-end, who were as follows:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program for fiscal 2026. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why the Compensation Committee and in the case of our President and Chief Executive Officer (“CEO”), the independent members of our Board, arrived at their specific compensation decisions for our NEOs in fiscal 2026 and discusses the key factors that they considered in determining NEO compensation, which included stockholder feedback and the results of our 2025 “Say-on-Pay” vote.

Executive Summary

Fiscal 2026 Business Highlights

In fiscal 2026, we achieved mixed financial results, including the following:

Fiscal 2025 Say on Pay Vote and Stockholder Engagement

Our Board and management are committed to maintaining sound and effective compensation and governance programs, with policies and programs reflecting best practices and designed to build value for our stockholders. At our 2025 Annual Meeting of Stockholders, approximately 87.6% of the votes cast (excluding abstentions and broker non-votes) were voted in favor of the compensation of our then-named executive officers and, indirectly, our executive compensation program. In evaluating our executive compensation program, policies, and practices for fiscal 2026, the Compensation Committee was mindful of this result, along with the support our stockholders expressed for the Company’s efforts to better enhance the link between executive pay and company performance in prior years as well as other discussions with our stockholders. Taking these considerations into account, the Compensation Committee concluded that the general compensation principles and philosophy used to determine the components of executive compensation for fiscal 2025 continue to closely align the interests of our executive officers to the long-term interests of our stockholders and promote retention. Accordingly, the Compensation Committee continued to apply the same general principles and philosophy in determining executive compensation for fiscal 2026.

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The Compensation Committee recognizes the importance of having on-going and open conversations with our stockholders to solicit their feedback. In an effort to continue to increase the level of stockholder engagement, the Company continued its investor outreach efforts to engage with our stockholders and better understand their perspectives on a variety of matters, including the Company’s performance, governance, human capital management, and executive compensation.

In fiscal 2026, the Compensation Committee invited each of our top 15 institutional stockholders to discuss our executive compensation programs, policies, and practices. In addition to the foregoing, we engaged with our stockholders throughout fiscal 2026 through various meetings with members of our executive team, including our CEO and Chief Financial Officer, and on occasion members of the Board, including the Chairman of the Board. These interactions included the following:

In fiscal 2026, we held over 30 such meetings with one or more institutional stockholders so that they could provide feedback to our executive officers (and members of the Board, as applicable). Such ongoing investor outreach helps us understand investor perspectives and to communicate on a variety of corporate governance topics, including our executive compensation program, policies, and practices. We strive to make these events an open forum to actively engage our stockholders in dialogue about all matters, from our financial and operational trends to governance issues, including executive compensation. These interactions allow investors the opportunity to meet, ask questions of, and provide advice to, our executive officers (and members of our Board, as applicable). We value the insights gained from our discussion with our stockholders and find them to be helpful even when points of view vary. The Compensation Committee, as well as the independent members of our Board, consider such stockholder feedback when adopting policies affecting our executive compensation program. We will continue to seek opportunities for dialogue with our stockholders on executive compensation and other matters on an ongoing basis. We are committed to maintaining or improving our level of stockholder engagement going forward.

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Fiscal 2026 Executive Compensation Highlights

Based on its desire to incentivize our senior leadership team for fiscal 2026, which it believes embodies the appropriate experience and skills to successfully execute our long-term business objectives, and taking into account global supply chain challenges, inflation, and other global macroeconomic conditions and the uncertainties caused with respect to the Company and its performance, the Compensation Committee (and, in the case of our CEO, the independent members of our Board) took the following actions with respect to the compensation of our NEOs:

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“Pay-for-Performance”

We believe that there should be a strong relationship between pay and performance, and our executive compensation program reflects this belief. In particular, cash incentive award opportunities and long-term incentive compensation in the form of equity awards represent a majority of the target total direct compensation opportunities of our executive officers, including our NEOs, as reflected in the charts below. These variable compensation elements are considered “at risk” as they are directly dependent upon the achievement of pre-established performance objectives and/or stock price performance.

We structured our cash incentive award opportunities to focus on the achievement of specific short-term financial performance goals that are aligned with our business strategy and would further our longer-term growth objectives. As such, our Company Bonus Plan only funds if we achieve multiple pre-established financial performance objectives, placing our NEOs’ target cash incentive opportunities entirely at risk.

For fiscal 2026, our long-term incentive compensation program was comprised of a combination of service-based RSU awards and PSU awards. The Compensation Committee continued with the strategy from prior years of including PSU awards rather than options to purchase shares of our common stock to continue to better align executive compensation with sustained financial and operational performance. The Compensation Committee believes that this combination of awards appropriately balances the various objectives of our long-term incentive compensation program because it promotes long-term value creation critical to driving stockholder value, directly aligns executive compensation with stockholder interests through share ownership, and encourages our key executive officers to remain engaged with our organization through the vesting date of the awards, which is typically a multi-year period.

The following charts illustrate the mix of the fiscal 2026 target total direct compensation opportunities for our NEOs between base salary, target cash incentive opportunities and long-term incentive compensation in the form of equity awards, which are further discussed under the heading “Compensation Elements” below.

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The following chart illustrates the allocation of the fiscal 2026 target and realized direct compensation for our NEOs among base salary, cash incentive award opportunities and long-term incentive compensation in the form of equity awards. None of the “at-risk” cash compensation subject to bonus pool funding under our Company Bonus Plan and performance-based equity compensation of our NEOs were earned in fiscal 2026 as a result of below-threshold achievement of the applicable pre-established performance objectives.

Target total direct compensation in the chart above includes base salary, target cash incentive award opportunities and the grant date fair value of equity awards, but excludes “other compensation” as reported in the Fiscal 2026 Summary Compensation Table under “Executive Compensation” below. Realized compensation includes base salary paid, cash bonuses paid, and the value of equity awards granted prior to, but vesting in, fiscal 2026.

What Guides Our Program

Compensation Philosophy

To achieve our objectives, we need a highly talented and seasoned management team with the integrity, skills, and dedication necessary to oversee a dynamic and growing organization and the vision to anticipate and respond to future market developments. Our executive officers must be capable of fulfilling our long-term business strategy, including expanding the growth of our products into the market.

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Accordingly, the overarching compensation philosophy approved by the Compensation Committee for fiscal 2026 was grounded in the following principles and objectives:

Consistent with this philosophy, a significant portion of our NEOs’ target total direct compensation in fiscal 2026 was comprised of variable cash incentives (that is, cash incentive award opportunities) and equity-based compensation, consisting of RSU awards and PSU awards, in order to align compensation with our business performance and the long-term interests of our stockholders.

Compensation Elements

The compensation of our executive officers, including our NEOs, consisted of the following elements in fiscal 2026:

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Governance Standards and Executive Compensation Practices

We maintain sound corporate governance standards as reflected in our executive compensation policies and practices. The following policies and practices were in effect in fiscal 2026:

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Board appointed Steven Mayer to the Compensation Committee in accordance with the exception for non-independent members under the Nasdaq Listing Rules. Our Board determined that Mr. Mayer’s membership on the Compensation Committee is required by the best interests of the Company and its stockholders.²

Compensation Setting Process

Role of Compensation Committee and the Board

The Compensation Committee oversees our executive compensation philosophy and administers our executive compensation program. The Compensation Committee is responsible for reviewing the performance and approving the compensation of our executive officers, including our NEOs (other than our CEO). The independent members of our Board are responsible for reviewing the performance of our CEO and approving our CEO’s compensation. The Compensation Committee is also responsible for reviewing and recommending to our Board the compensation of our non-employee directors and establishing and regularly reviewing the compensation and benefits policies for our executive officers. For additional information on the Compensation Committee, including the scope of its authority, see “Corporate Governance and Board of Directors Matters—Compensation Committee,” below.

At the beginning of each fiscal year, our Board, after consulting with management, establishes our corporate performance objectives, and the Compensation Committee, after consulting with management, reviews and approves the individual performance objectives for each executive officer (other than our CEO) and makes decisions with respect to any base salary adjustment, target cash incentive award opportunities and equity awards

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for our executive officers, including our NEOs (other than our CEO), for the upcoming fiscal year. The independent members of our Board, based on the recommendations of the Compensation Committee, approve the individual performance objectives for our CEO and make decisions with respect to our CEO’s base salary adjustment, target cash incentive award opportunity and equity awards. After the end of the fiscal year, the Compensation Committee assesses the performance of our executive officers, including our NEOs (other than our CEO), to determine the payouts for the cash incentive award opportunities for the previous year, and the independent members of our Board assess the performance of our CEO to determine any cash incentive award payout for our CEO in light of the previously established performance objectives.

Role of Management

To aid in its deliberations, each fiscal year our CEO provides recommendations to the Compensation Committee regarding the key compensation elements for each of our executive officers, including our NEOs (other than the CEO). Prior to formulating these recommendations, our CEO conducts an annual performance review of our other executive officers to evaluate their performance for the prior fiscal year based on the objectives previously established by the Compensation Committee. Our CEO then presents the results of these evaluations, along with our CEO’s recommendations with regard to their compensation for the current fiscal year, including base salary adjustments, target cash incentive award opportunities and payouts and equity awards, to the Compensation Committee for its consideration. In advance of making such recommendations, our CEO often reviews competitive market data provided by the Compensation Committee’s independent compensation consultant and takes into consideration such factors as our compensation philosophy, achievement of individual performance goals and objectives and internal pay equity.

Our CEO also assists our Board in formulating our performance objectives for the fiscal year and the Compensation Committee in developing the individual performance objectives for each executive officer. The Compensation Committee reviews such recommendations as it deems appropriate prior to approving them or, in the case of our CEO, prior to recommending them to our Board for approval.

Similarly, our CEO’s performance is reviewed annually by the Compensation Committee as well as the other independent members of our Board as part of their deliberations with respect to our CEO’s compensation. The Compensation Committee makes recommendations regarding the compensation of our CEO to the independent members of our Board, who approve all elements of our CEO’s compensation.

Typically, our CEO is present at Compensation Committee meetings where executive compensation and corporate and individual performance are discussed and evaluated (except when our CEO’s own compensation and performance are determined or reviewed). From time to time, our CFO, Chief Legal Officer, and Chief Human Resources Officer may also attend Compensation Committee meetings at which executive compensation matters are discussed and participate in those discussions (except when their own compensation and performance are determined or reviewed).

Role of Compensation Consultant

The Compensation Committee retained Exequity LLP, a national compensation consulting firm (“Exequity”), as its advisor to provide advice with respect to our executive and non-employee director compensation programs for fiscal 2026. Exequity advised the Compensation Committee with respect to trends in executive compensation, the development of the Compensation Peer Group (as defined below) for fiscal 2026, the determination of compensation programs, the assessment of competitive pay levels and mix (for example, the proportion of fixed pay to incentive pay and the proportion of annual cash pay to long-term incentive pay) and setting compensation levels. Exequity also consulted with the Compensation Committee to formulate, design, and recommend new programs to better align our executive officers’ performance with the interests of our stockholders.

Exequity did not perform any other services for us or the Compensation Committee in fiscal 2026. Based on its review, the Compensation Committee has determined that Exequity’s services did not raise any conflict of interest and, after consideration of the factors set forth in the rules of the Securities and Exchange Commission and the Nasdaq Listing Rules, determined that Exequity was independent within the meaning of those rules and standards.

Compensation Peer Group

For fiscal 2026, the Compensation Committee determined the compensation of our executive officers, including our NEOs, including the allocation between cash and equity compensation based on an analysis of the

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data reflected in Radford’s High-Tech Industry Survey covering companies within the technology, life sciences, and medical devices industries with $200 million to $500 million in annual revenue, as well as an assessment of our performance and compensation practices against a peer group of 21 health care equipment, services, and supplies companies (the “Compensation Peer Group”) with whom we compete for executive talent, which are in our industry sector or which have comparable financial and organizational characteristics (collectively, the “Relevant Market Data”). The Compensation Peer Group was recommended by Exequity and submitted to the Compensation Committee for its review and approval. Changes to the Compensation Peer Group from the prior year included the removal of two companies, Shockwave Medical and Cue Healthcare, due to acquisition or bankruptcy, respectively, and the addition of Alphatec Holdings, Inc. and AtriCure, Inc. to the Compensation Peer Group, as each such company generally fit within the criteria used for fiscal 2026. The Compensation Peer Group for fiscal 2026 was approved by the Compensation Committee in March 2025.

The criteria used to develop the fiscal 2026 Compensation Peer Group included the following:

Primary Factors:

The fiscal 2026 Compensation Peer Group is set forth below:

The following table summarizes our relative positioning to the fiscal 2026 Compensation Peer Group when the Compensation Committee conducted its annual review of our executive compensation program during fiscal 2025.

The Compensation Committee annually reviews the composition of the Compensation Peer Group to ensure it is the most relevant set of companies to use for comparison purposes.

In evaluating the base salaries of our executive officers for fiscal 2026, establishing target cash incentive award opportunities and granting equity awards (and with respect to our CEO, recommending such elements of compensation for approval by the independent members of our Board), the Compensation Committee reviewed the Relevant Market Data to inform its decisions on individual compensation elements, in particular the competitive reasonableness of such elements and to ensure that its decisions were consistent with our compensation philosophy and strategy. While the Compensation Committee considered the Relevant Market Data, it did not make its decisions solely based on targeting compensation to specific benchmarks against the Relevant Market Data. Instead, the Compensation Committee took an approach consistent with its intention to (i) set performance objectives for cash incentive compensation so that target level payouts would only be made if our executive officers and the Company performed at a superior level that would be difficult to achieve and (ii) provide our executive officers with the ability to earn above-market compensation for exceptional performance that furthered our long-term financial and strategic goals.

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Tally Sheets

As part of our annual executive compensation approval process, with the assistance of Exequity, the Compensation Committee reviews each executive officer’s compensation history for the past five years or, if an executive officer was hired within the past five years, since his or her date of hire, including each compensation element and how it compared to the Relevant Market Data for the most recent fiscal year. The Compensation Committee also reviews tally sheets setting forth the expected value of annual compensation and benefits for each executive officer, including our NEOs, which includes base salaries, potential cash incentive award payouts and minimum and maximum levels, long-term incentive compensation, including the mix of equity awards and the number of shares of our common stock subject to outstanding stock options, RSU awards, and PSU awards granted, including the fair value at grant, and the annualized cost of other benefits.

These tally sheets also set forth the accumulated value of the compensation and benefits for each executive officer, including our NEOs, which includes the accumulated value of equity awards and the accumulated value of potential payouts under different separation from employment scenarios, including under our post-employment compensation arrangements. Reviewing tally sheets each year facilitates the Compensation Committee’s evaluation of the reasonableness of the total accumulated value of the compensation and benefits provided to each executive officer, including our NEOs. For fiscal 2026, the tally sheets served to assist the Compensation Committee and, in the case of our CEO, the independent members of our Board, in understanding the total annual compensation opportunity for each then executive officer and relative compensation among our then executive officers, but did not affect any specific decision relating to our executive officers’ compensation.

Fiscal 2026 Executive Compensation Program

Base Salary

We believe that a competitive base salary is the essential foundation to providing an appropriate total direct compensation package for our executive officers, including our NEOs. We use base salary to fairly and competitively to compensate our executive officers for the jobs we ask them to perform. We view base salary as the most stable component of our executive compensation program, as this amount is not at risk.

The Compensation Committee and, in the case of our CEO, the independent members of our Board, makes adjustments to base salary when it believes there is a deviation from market-competitive levels based on a review of the Relevant Market Data, when an individual is promoted or assumes an increase in responsibility or when the Compensation Committee determines that an individual’s performance warrants an adjustment. The Compensation Committee (or in the case of our CEO, the independent members of our Board) reviews the base salary levels of our then executive officers each year to determine whether an adjustment is warranted.

For fiscal 2026, after considering competitive market data, individual performance and retention as well as global macroeconomic conditions and the Company’s cost-cutting measures, the Compensation Committee approved to keep base salaries for our then executive officers, including our then NEOs, at substantially the same level as the prior fiscal year. The salary for each of Mr. La Neve and Mr. Miele was established in negotiation with the individual executive and approved by the independent members of our Board or the Compensation Committee, respectively, after considering competitive market data and the executive’s skills and experience. . Each NEO’s fiscal 2026 base salary is shown below:

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The annual base salaries earned and paid to our NEOs are reported in the Fiscal 2026 Summary Compensation Table under “Executive Compensation” below.

Cash Incentives

Funded by Bonus Pool Under the Company Bonus Plan

Typically, the cash incentive awards under our Company Bonus Plan serve to reinforce our performance-based culture. The Compensation Committee believes in providing our executive officers, including our NEOs, with a target incentive compensation opportunity near market median and target total cash compensation opportunity above the market median tied to the achievement of challenging, pre-established corporate performance objectives that are aligned with our business strategy. Historically, due to the challenging nature of the objectives that the Compensation Committee established, payouts under our Company Bonus Plan have averaged approximately 57% of their target level from fiscal 2013 through fiscal 2025, excluding fiscal 2020, where cash incentive awards were eliminated for such fiscal year due to the COVID-19 pandemic. As with base salary, each then current executive officer’s target cash incentive award opportunity is set with reference to his or her performance over the previous fiscal year as evaluated by our CEO or, in the case of our CEO, the independent members of our Board, his or her experience and responsibilities, the critical nature of his or her position relative to our success, our retention needs, the Relevant Market Data, and our CEO’s recommendation with respect to our other NEOs. The target cash incentive award opportunity for each of Mr. La Neve and Mr. Miele was determined in connection with his hire based on the Relevant Market Data, the executive’s skills and experience, and the executive’s expected contributions in his role.

At the beginning of the fiscal year, the Compensation Committee reviewed and approved the corporate performance objectives and related target levels for the fiscal 2026 cash incentive awards, as discussed in further detail below under “Fiscal 2026 Company Bonus Plan Performance Objectives” and “Fiscal 2026 Company Bonus Plan Payouts.” Achievement of these corporate performance objectives at requisite levels would result in funding the bonus pool for payout of bonuses to participating employees, including our NEOs. The Compensation Committee approved the cash incentive award payout for each executive officer, including our NEOs, but excluding our CEOs, whose target cash incentive award opportunity and payout, if any, were reviewed and approved by the independent members of our Board. The table below sets forth, for fiscal 2026, the target cash incentive award opportunity for each of our NEOs as a percentage of base salary and in absolute dollars.

Fiscal 2026 Company Bonus Plan Target Cash Incentive Award Opportunities

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Fiscal 2026 Company Bonus Plan Performance Objectives

All employees, including our NEOs, are eligible to participate in the Company Bonus Plan, which was adopted by the Compensation Committee. For fiscal 2026, these cash incentive awards were designed to reward our executive officers, including our NEOs, based on our financial performance. In establishing the fiscal 2026 cash incentive award program for our executive officers, including our NEOs, the Compensation Committee determined that their award opportunities should be directly linked to achieving multiple corporate financial performance objectives that were considered key drivers of the Company’s long-term strategy and stockholder value creation.

The bonus pool for these incentive awards under the Company Bonus Plan would be funded only if the corporate financial performance objectives established by our Board or the Compensation Committee were achieved at pre-established threshold levels as of June 30, 2026; provided, however, that such funding will be automatically adjusted to the extent required to maintain compliance with the financial covenants set forth in any credit facility of the Company. Accordingly, if the bonus pool was not funded, no executive officer would be entitled to any cash incentive award payout tied to such bonus pool under the Company Bonus Plan, regardless of his or her individual performance. To the extent that the bonus pool was funded, the Company Bonus Plan would provide each executive officer to an actual cash incentive award payout as determined by the formula below, provided that the Compensation Committee or our Board could exercise positive or negative discretion to increase or reduce the overall funding percentage and/or to increase, reduce or eliminate any individual award payout, including for individual performance in accordance with the terms of the Company Bonus Plan.

For fiscal 2026, the Compensation Committee established three corporate financial performance objectives: orders (net of cancellations), revenue, and adjusted EBITDA margin for purposes of the Company Bonus Plan. These performance objectives were applied in the same manner to all of our executive officers, including our NEOs, participating in the Company Bonus Plan. The Compensation Committee established target levels and minimum funding thresholds with respect to each performance objective, thereby requiring that we achieve the minimum threshold set for each objective in order for any funding to occur with respect to that measure.

The performance objectives and their relative weightings, target levels and minimum funding thresholds for fiscal 2026, as well as the actual performance attained, were as follows:

For fiscal 2026, the Compensation Committee replaced adjusted EBITDA with adjusted EBITDA margin and increased the weighting of the metric from 35% to 50%, while reducing the Revenue weighting from 35% to 20%. These changes were intended to place greater emphasis on profitable growth, operating efficiency and affordability, reflecting the Compensation Committee’s view that management should be rewarded not only for generating revenue and earnings, but also for converting revenue into sustainable profitability while maintaining

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financial discipline and supporting compliance with the Company’s debt covenant obligations. The revenue objective was calculated on a GAAP basis, consistent with the GAAP financial measures reported in our quarterly earnings releases. For purposes of the Company Bonus Plan, “orders (net of cancellations),” a non-GAAP financial measure, was calculated by subtracting cancellations from backlog from orders entered into backlog, in each case during the performance period, and “adjusted EBITDA margin,” a non-GAAP financial measure, was calculated by excluding any bonus accrual amounts. The Compensation Committee could, in its discretion, approve exclusions in the nature of one-time occurrences, extraordinary items or events outside management’s control.

With respect to each performance objective, the Compensation Committee assessed whether and to what extent that such performance was met. The funding with respect to each performance objective was based on a funding slope in a straight line from 50% at the minimum threshold level to 100% at the target level, with the maximum funding opportunity set at 150%.

Based on our actual corporate performance results, our Board and our Compensation Committee approved 0% funding of the cash incentive awards for fiscal 2026 and as a result no Company Bonus Plan payouts were made to our NEOs for fiscal 2026 other than certain guaranteed minimum cash incentive awards for our NEOs hired during fiscal 2026.

Long-Term Incentive Compensation

We believe that long-term incentive compensation in the form of equity awards promotes a strong alignment between the interests of our stockholders and our executive officers, including our NEOs, and serve as an important retention tool, especially given the highly competitive environment in which we compete to attract and retain talent. Accordingly, the Compensation Committee seeks to motivate and retain our executive officers through the use of equity awards consistent with the reasonable management of our overall equity compensation expense and stockholder dilution. The Compensation Committee and, in the case of our CEO, the independent members of our Board, grants equity awards to our executive officers, including our NEOs, at the beginning of each fiscal year, as a reward for past corporate and individual performance, as an incentive for future performance, and to satisfy our retention objectives.

In the past, our executive officers have been granted service-based RSU awards, performance-based equity in the form of PSU awards, market-based performance unit (“MSU”) awards, and options to purchase shares of our common stock, all of which, to the extent they remain outstanding, continue to provide incentive to our executive officers to drive stockholder value over the relevant vesting or performance period, as applicable.

Historically, the size of an executive officer’s equity award is determined by the Compensation Committee and, in the case of our CEO, the independent members of our Board, after considering his or her performance against his or her individual goals and objectives over the last fiscal year as evaluated by our CEO (or, in the case of our CEO, as evaluated by the independent members of our Board), an evaluation of his or her target total direct compensation, an evaluation of his or her accumulated equity holdings, the critical nature of his or her position relative to our success, our retention needs, the Relevant Market Data, internal parity, role hierarchy and such other factors as the Compensation Committee or the independent members of our Board, as applicable, determines relevant.

In addition, outside of our long-term incentive compensation program, we granted Messrs. La Neve and Miele awards consisting of a PSU and an RSU award in connection with their hiring, as discussed in further detail below.

Fiscal 2026 Annual “Refresh” Equity Awards

For fiscal 2026, given the continued desire to (i) drive alignment between executive interests and the interests of our stockholders, (ii) properly incentivize our executive officers to effectively execute our transformation initiatives, and (iii) more closely tie pay and performance, the Compensation Committee, granted equity awards under our long-term incentive compensation program to our executive officers (including our NEOs) with generally an equal mix of 50% PSU awards and 50% RSU awards (with certain exceptions discussed below), which is consistent with the approach used for fiscal 2025.

The annual “refresh” PSU awards granted to our NEOs for fiscal 2026 will vest upon the achievement of one or more of the performance goals, subject to the individual continuing to be a service provider through the determination date. The three-year performance goals measured at the end of fiscal 2028 require the Company to achieve (i) product

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revenue, which is weighted at 30%, (ii) service revenue, which is weighed at 30%, (iii) adjusted EBITDA, which is weighted at 40%, at certain rigorous, pre-determined threshold, target or maximum levels. The Compensation Committee replaced the total revenue metric with separate product revenue and service revenue metrics to better reflect the distinct strategic importance of new system sales and recurring service revenue. The Compensation Committee believed that evaluating these revenue streams independently would help promote balanced growth across the business and provide a more comprehensive assessment of management’s performance. The Compensation Committee also removed the total global system install base metric because it viewed revenue generation and financial performance as more direct measures of long-term value creation and therefore more closely aligned with stockholder interests. If such performance goals meet or exceed the pre-determined threshold, target or maximum levels, the target number of shares subject to the PSU award would vest based on a straight line slope from 50% of the target shares at the minimum threshold level to 100% of the target shares at the target level as well as a straight-line slope from such target to a maximum of 150% of the target shares vesting at the maximum achievement level, all upon certification of such achievement by the Compensation Committee. For purposes of determining whether the performance goals are achieved, product revenue and service revenue will be calculated based on GAAP numbers and adjusted EBITDA will be calculated by the Company in its reasonable discretion and exclude non-recurring items, subject to review and approval by the Compensation Committee. The only automatic adjustments would be for equity-based compensation and changes to the value of warrants. The Compensation Committee could, in its discretion, approve exclusions in the nature of one-time occurrences, extraordinary items or events outside management’s control.

The Compensation Committee believes this mix of PSU and RSU awards was appropriate for these NEOs because it provides a balance between a meaningful incentive (given that PSU awards only provide value to the recipient in the event that certain long-term performance objectives are met) and retention (given that RSU awards only vest and become payable based upon continued service over time). Service-based RSU awards offer more certainty in value delivery thereby driving executive retention while also providing incentive to build sustainable long-term value in the form of stock appreciation for the benefit of our stockholders. In addition, the Compensation Committee believes that the use of PSUs rather than options establishes a stronger connection between the compensation of these NEOs and the achievement of performance goals that are important for long-term stockholder value creation as well as company growth.

For fiscal 2026, after assessing their individual performance, Mr. La Neve recommended equity award amounts to the Compensation Committee for each of our then eligible executive officers, including certain NEOs, other than himself. The Compensation Committee reviewed our CEO’s recommendations and, after assessing each of the factors described above, including without limitation stockholder dilution, determined the equity awards to be granted for each then eligible NEO as set forth in the table further below. Mr. La Neve’s employment agreement provided for Mr. La Neve to receive annual refresh equity awards for fiscal 2026 with a grant date value equal to $2,300,000, with a mix of 50% RSUs and 50% PSUs. In September 2026, to support the Company’s ongoing transformation efforts, the Board approved, and Mr. La Neve agreed to, an adjustment to the PSU component of Mr. La Neve’s annual refresh equity award for fiscal 2026 to a target number of 1,394,161 shares. We granted the RSU components of all NEO “refresh” grants (including those for Mr. La Neve) in November 2025, while the PSU components of refresh grants for fiscal 2026 remained under consideration at that time, including in particular consideration for the appropriate performance objectives to apply to the PSUs, in light of the ongoing transformation initiatives. The fiscal 2026 “refresh” PSU grant for all NEOs (other than Mr. La Neve) were made in May 2026, and the fiscal 2026 “refresh” PSU grant for Mr. La Neve was made in September 2026. Ms. Winter had left the Company at the time of grant and did not receive any annual “refresh” equity awards for fiscal 2026. Mr. Miele did not receive annual “refresh” equity award amounts for fiscal 2026. See below for a description of inducement awards granted to Mr. La Neve and Mr. Miele in connection with their joining the Company.

Inducement Awards

Pursuant to Mr. La Neve and Mr. Miele’s respective employment agreements and as a material inducement for them to accept employment with the Company as our President, Chief Executive Officer and Senior Vice President, Chief Commercial Officer, respectively, we agreed to grant inducement awards to Messrs. La Neve and Miele. Consistent with the Company’s ongoing annual “refresh” equity award design mix of 50% PSU awards and 50% RSU awards, our Board decided on a similar mix for Messrs. La Neve and Miele’s inducement equity award mix such that a majority of such award would be performance-contingent and also be forfeited if such individual was no longer employed by the Company prior to vesting of such awards, with Mr. La Neve’s award requiring achievement of multiple rigorous stock price hurdles prior to vesting to better align our new CEO’s compensation opportunity with shareholders (as described further below).

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Mr. La Neve was granted equity awards consisting of RSUs covering 1,250,000 shares of our common stock (the “La Neve Inducement RSU”) and a PSU award covering 1,250,000 shares of our common stock (the “La Neve Inducement PSU”), which were granted in October 2025. The La Neve Inducement RSU had a grant date of October 31, 2025 and will vest as to 25% of the shares subject to the La Neve Inducement RSU on each anniversary of the grant date, subject to Mr. La Neve’s continued service through each such date. The La Neve Inducement PSUs had a grant date of October 31, 2025 and are eligible to vest based on the Company’s stock price performance over an approximately six-year performance period ending on September 30, 2031. The La Neve Inducement PSUs are divided into three tranches. Each tranche is eligible to vest one year after the achievement of a stock price goal, measured based on the VWAP over a trailing, consecutive 30-day trading period as compared to a starting price (“Starting Price”) equal to the VWAP over the consecutive 30-day trading days prior to October 20, 2025. The stock price goals and number of PSUs eligible to vest per tranche are as follows:

However, no more than one third (¹∕3) of the aggregate number of PSUs may vest earlier than the first anniversary of the grant date and no more than a total of two thirds (²∕3) of the aggregate number of PSUs may vest earlier than the second anniversary of the grant date.

Mr. Miele was granted equity awards consisting of RSUs covering 650,000 shares of our common stock (the “Miele Inducement RSU”) and a PSU award covering 650,000 shares of our common stock (the “Miele Inducement PSU”). The Miele Inducement RSU had a grant date of May 29, 2026 and will vest as to 25% of the shares subject to the Miele Inducement RSU on April 30, 2027 and will continue to vest as to 25% of the shares subject to the Miele Inducement RSU on each of the one-, two-, and three-year anniversaries of such date, subject to Mr. Miele’s continued service through the applicable date. The Miele Inducement PSUs had a grant date of May 29, 2026 and are eligible to vest based on the same performance goals as the PSUs under the Company’s fiscal 2026 annual refresh equity awards set forth above.

Fiscal 2026 NEO Equity Awards

For fiscal 2026, the Compensation Committee (or, in the case of our CEO, the independent members of our Board) granted each of the following NEOs equity awards in the following amounts (no stock options were granted in fiscal 2026):

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within sixty (60) days following completion of the three-year performance period that ends on the last day of fiscal 2028, the PSU award would vest based on a straight line slope from 50% of the target number of shares at the minimum threshold level to 100% of the target number of shares at the target level as well as a straight-line slope from such target to a maximum of 150% of the target number of shares vesting at the maximum achievement level, subject to the applicable NEO’s continued service with the Company.

The equity awards granted to our NEOs in fiscal 2026 are reported in the Fiscal 2026 Summary Compensation Table under “Executive Compensation” below.

Previously Granted Performance Stock Units

In fiscal 2024, the Compensation Committee and, in the case of Ms. Winter, the Board, approved, as part of the annual “refresh” equity awards for that year, PSUs for our then executive officers, including our then named executive officers. This provided for the grant of PSUs to our executive officers that would vest upon the achievement of one or more of the performance goals, subject to the individual continuing to be a service provider through such date. The three-year performance goals were measured at the end of fiscal 2026 and required the Company to achieve (i) total revenue, which was weighted at 50%, (ii) adjusted EBITDA margin, which was weighted at 30%, and (iii) total global system install base, which was weighted at 20%, at certain rigorous, pre-determined threshold, target or maximum levels. If such performance goals meet or exceed the pre-determined threshold, target or maximum levels, the target number of shares subject to the PSU award would vest based on a straight line slope from 50% of the target shares at the minimum threshold level to 100% of the target shares at the target level as well as a straight-line slope from such target to a maximum of 150% of the target shares vesting at the maximum achievement level, all upon certification of such achievement by the Compensation Committee. The target level for the total revenue goal was $511 million, and the target level of the adjusted EBITDA margin goal was 9.0%. The Compensation Committee determined that neither of such goals was met, and that only the total global system install base goal was achieved, at 70% of target. At the time the PSU awards were granted, the Compensation Committee believed that the total global install base goal would be particularly challenging and require considerable effort and skill to achieve at target levels. Based on performance achievement through fiscal 2026, the shares with respect to such PSU awards vested as to 15% of such awards, resulting in Mr. Pervaiz, who was originally granted a target of 132,075 shares under such PSU awards, vesting as to 19,811 shares of such award. Mr. Chalke had already left the Company at the time of such vesting and as new hires, Messrs. La Neve and Miele did not participate in the fiscal 2024 annual “refresh” equity awards.

Other Compensation Practices and Policies that Align Our NEOs to our Stockholders

Stock Ownership Requirements

Our Board has adopted Corporate Governance Guidelines to help ensure that we are managed in the best long-term interests of our stockholders, to promote effective functioning of the Board and its committees and to provide a flexible framework within which our Board may conduct its oversight of our business. The Corporate Governance Guidelines require that our executive officers and non-employee members of our Board own shares of our common stock as follows:

Our executive officers and non-employee directors have five years from the date of election or appointment to attain such ownership levels. We expect each executive officer and non-employee director to retain at least 25% of the net shares of our common stock he or she receives pursuant to all equity awards granted by us (excluding shares sold to cover (i) the exercise price of any stock options and/or (ii) associated withholding and

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other taxes), until the foregoing ownership levels are achieved. As of the last day of fiscal 2026, all of our continuing NEOs were in compliance with such stock ownership requirements or were on track to be in compliance within the appropriate timeframe.

Compensation Recovery (“Clawback”) Policy

On November 9, 2023, our Compensation Committee approved an executive compensation recovery (“clawback”) policy, which applies to certain incentive-based compensation that is received on or after October 2, 2023. The clawback policy applies to all of our executive officers, and any individual who is or was ever designated as an officer by our Board. To the extent permitted by applicable law and subject to certain limited exceptions, the clawback policy requires such individuals to repay to us certain recoverable incentive compensation if (i) we are required to prepare an accounting restatement of our financial statements as a result of a material noncompliance with any financial reporting requirement under 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 (an “Accounting Restatement”); (ii) the individual served as an officer at any time during the performance period applicable to such compensation; and (iii) such individual received such compensation (meaning generally that the applicable performance measures were attained) after having become an officer, on or after October 2, 2023, and during the three completed fiscal years immediately preceding the earliest to occur of the date our Board, a committee of the Board or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. Recoverable incentive compensation is defined in the clawback policy but generally includes any incentive-based compensation that was granted, earned or vested based wholly or in part upon attainment of any financial reporting measure (including any stock price or total stockholder return measure), to the extent the compensation amount exceeds the amount that would have been received if determined in accordance with the restated financial statements. To date, there has been no recovery or repayment of compensation from executive officers pursuant to the clawback policy.

In addition, the Company Bonus Plan, the 2016 Plan, and the 2026 Plan each include a compensation recovery (“clawback”) provision. Under the 2016 Plan, in the absence of a clawback policy of ours that applies to the equity award, in the event we are required to restate our financial results or materially reduce publicly disclosed backlog figures, our Board will review the conduct of our executive officers in relation to the restatement or material reduction. If our Board determines that an executive officer has engaged in misconduct, or otherwise violated our Code of Conduct and Ethics with respect to a restatement, and that such misconduct or violation contributed to the restatement, then our Board may, in its discretion, take appropriate action to remedy the misconduct or violation, such as seeking reimbursement of any portion of any performance-based or incentive compensation paid or awarded to the executive officer that is greater than what would have been paid or awarded if calculated based on the restated financial results, to the extent not prohibited by governing law. If the Board determines that an executive officer has engaged in knowing or reckless misconduct or otherwise violated the Company’s Code of Conduct and Ethics with respect to a material reduction in publicly disclosed backlog figures and that such misconduct or violation led to the improper inclusion of a proposed system sale in publicly disclosed backlog, then our Board shall, in its discretion, take appropriate action to remedy the misconduct or violation, such as seeking reimbursement of any portion of any performance-based or incentive compensation paid or awarded to the executive officer that is greater than what would have been paid or awarded if calculated based on the materially reduced backlog figures, to the extent not prohibited by governing law. Under the Company Bonus Plan, these clawback provisions apply in addition to the provisions of the Company’s Clawback Policy.

The 2026 Plan provides that awards under that plan will be subject to any applicable compensation recoupment policy that we adopt from time to time as required by law, any clawback policy in effect when the award is granted, and any other clawback that is necessary or appropriate to comply with applicable laws. In addition, the administrator of the 2026 Plan may specify in an award agreement that the award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursements or reacquisition upon certain specified events, in addition to any otherwise applicable vesting or performance requirements. These events may include without limitation, termination for cause or any action or inaction by the participant that would constitute cause for termination.

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Insider Trading, Anti-Hedging and Pledging Policy

We maintain an insider trading policy that prohibits trading in shares of our common stock while in possession of material, non-public information, unless trading is in connection with a previously established Exchange Act Rule 10b5-1 plan, or if sold automatically by us on the date of vesting to cover and pay the withholding tax requirements in accordance with Company policy.

In addition, our insider trading policy prohibits all of our employees, including our executive officers, consultants and the non-employee members of our Board from engaging any speculative transactions in our securities, including purchasing on margin, holding Company securities in margin accounts, purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), engaging in short sales, engaging in transactions in put options, call options or other derivative securities, or engaging in any other forms of hedging transactions.

Our employees, including our executive officers, consultants and the non-employee members of our Board are also prohibited from pledging or using our securities as collateral for loans.

Equity Award Grant Practices

Historically, the Compensation Committee has granted stock options, RSU awards and/or performance-based equity awards (PSU awards or MSU awards) to our employees, including our executive officers, when they first join us. Typically, new-hire stock options, RSU awards and performance-based equity awards are granted via unanimous written consent at the end of the month of the employee’s first day of employment or at the first meeting of the Compensation Committee in the month following an employee’s first day of employment.

Follow-on awards are considered as part of our fiscal review process. We do not seek to time the grant of stock options, RSU awards or performance-based equity awards to take advantage of information, either positive or negative, about the Company that has not been publicly disclosed.

We grant stock options with an exercise price that is equal to the fair market value of a share of our common stock on the date of grant. We do not have a policy of granting stock options with an exercise price that is less than the fair market value of our common stock. The exercise price for our stock options is based on the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the date of grant. No stock options were granted during fiscal 2026.

Other Benefits

Post-Employment Compensation—Retirement Plans

Other than our tax-qualified Section 401(k) employee savings plan described in the following paragraph, we do not currently maintain, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements for our executive officers, including our NEOs.

We maintain a tax-qualified Section 401(k) employee savings plan that provides all regular employees with an opportunity to save for retirement on a tax-advantaged basis. Under this plan, participants may elect to defer a portion of their annual compensation on a pre-tax basis and have it contributed to the plan subject to applicable annual Internal Revenue Code limits. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to such participant’s directions. Typically, we match 50% of each participant’s contributions to the plan, up to a maximum contribution by a participant of six percent of his or her base salary per year. One hundred percent of our matching contributions made to the Section 401(k) employee savings plan on behalf of an employee vest on the first anniversary of such employee’s service. As a tax-qualified retirement plan, contributions to the plan and earnings on those contributions are not taxable to participants until distributed from the plan and all contributions are deductible by us when made.

We view this plan as serving two important objectives. First, it encourages our executive officers, including our NEOs, and other employees to commit to long-term service with us. Second, it enables them to save a portion of their annual compensation for their eventual retirement.

Given that the amounts set aside for retirement under the plan are largely drawn from participants’ annual compensation and our matching contribution is modest, the Compensation Committee does not consider plan participation when making compensation decisions for our executive officers, including our NEOs.

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Health, Welfare, and Other Employee Benefits (including Perquisites)

We provide health and welfare benefits to our executive officers, including our NEOs, on the same terms and conditions as all of our full-time, salaried employees. These benefits include group medical, life and disability insurance.

In circumstances where we are recruiting a candidate who would have to move to accept our job offer, we may agree to reimburse certain of such employee’s relocation expenses.

Generally, we do not provide perquisites or other personal benefits to our executive officers, including our NEOs. To the extent that any NEO was granted a perquisite or other personal benefit that is subject to disclosure, such perquisite or other personal benefit has been reported in the Fiscal 2026 Summary Compensation Table below.

Employment, Change in Control and Severance Arrangements

In fiscal 2025, we entered into amended and restated executive employment agreements with each of our then-current executive officers, including Mr. Pervaiz, to document the material terms and conditions of each executive officer’s employment, including his or her annual base salary and target cash incentive award opportunity. Messrs. La Neve and Miele entered into a substantially similar executive employment agreement upon joining the Company in October 2025 and April 2026, respectively. Each executive officer’s employment agreement has a three-year term (with automatic successive three-year term renewal unless we or the executive officer provides timely notice of non-renewal) and specifies the payments and benefits that each executive officer will receive in the event of a termination of his or her employment under certain qualifying circumstances, including in connection with a change in control of the Company.

The employment agreements with our executive officers also protect our interests in the event of a termination of employment by stipulating the rights and responsibilities of the parties and prohibiting these individuals from engaging in certain specific activities harmful to us, including disclosing our confidential information, or using our proprietary information to solicit our employees, customers or other business partners.

These post-employment compensation arrangements were provided for the following reasons:

The Compensation Committee believes that these agreements serve several other important objectives. First, they provide a desired level of transparency, both within and outside the Company. They also assure our executive officers that their severance payments and benefits are based on a consistent framework that differentiates the level of payments and benefits between individuals based on their position and level of responsibility. In addition, this approach is easier for us to administer.

Generally, our executive officers, including our NEOs, are eligible for severance payments and benefits in the event of the termination of their employment by us without “cause” or by the executive officer for “good reason,” in each case, provided that the executive officer executes a general release of claims in favor of the Company. In addition, our executive officers, including our NEOs, are eligible for certain enhanced severance payments and benefits in the event such termination of employment without cause or resignation for good reason occurs within three months prior to or 24 months following a change in control of the Company (i.e., a “double-trigger” arrangement). Further, our executive officers, including our NEOs, are not entitled to a “gross-up” payment for excise taxes in connection with a change in control of the Company. We believe that the agreements offer payments and benefits that are generally comparable to the payments and benefits of similarly situated executives at the companies in our compensation peer group.

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For additional information, see “—Executive Compensation—Potential Payments and Benefits Upon Termination or Change in Control” below.

Winter Separation Agreement and Consulting Agreement

In connection with Ms. Winter’s departure, which entitled her to certain payments and benefits under her employment agreement, the Company entered into a separation agreement with Ms. Winter, effective as of October 18, 2025 (the “Separation Agreement”). Under the Separation Agreement, Ms. Winter received (i) continued payment of base salary through November 30, 2025, (ii) cash severance of $750,000, which is equal to 12 months of base salary, payable in 12 equal monthly installments following November 30, 2025; (iii) $50,000, representing payment in lieu of the target bonus payable under Ms. Winter’s employment agreement, payable in 12 equal monthly installments following November 30, 2025; (iv) reimbursement of the insurance premiums payable by Ms. Winter to retain group health coverage for her and her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 for 14 months; and (v) continued vesting of her outstanding Company equity awards through November 30, 2025, subject to Ms. Winter remaining a service provider under a consulting agreement on the Company’s standard form, pursuant to which she provided transition services to the Company (the “Consulting Agreement”) in order to facilitate an orderly transition. The term of the Consulting Agreement ended on November 30, 2025.

Chalke Separation Agreement

In connection with Mr. Chalke’s separation, we entered into a separation agreement and general release with Mr. Chalke. In exchange for Mr. Chalke’s release of claims in favor of the Company and certain other continuing obligations, Mr. Chalke received severance benefits in accordance with the terms of his employment agreement, as well as vesting acceleration of a total of 78,125 shares under his then outstanding RSUs. Additional information regarding the severance benefits that Mr. Chalke received pursuant to the terms of his employment agreement is set forth further below under the Fiscal 2026 Summary Compensation Table and Potential Payments and Benefits Upon Termination or Change in Control.

Tax and Accounting Considerations

Section 162(m)—Deductibility of Executive Compensation

Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer, chief financial officer and certain other highly compensated current and former executive officers. For tax years beginning before January 1, 2018, remuneration in excess of $1 million was exempt from this limit and, therefore, could be deducted if it qualified as “performance-based compensation” within the meaning of Section 162(m).

The exception from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017, that has not been subsequently materially modified. The Compensation Committee seeks to operate our executive compensation program to maximize the deductibility of the remuneration paid to our NEOs to the extent that it believes that doing so is in our best interests. Consequently, in determining which compensation elements are to be paid to our executive officers, and how they are weighted, the Compensation Committee takes into account whether a particular form of compensation will be deductible under Section 162(m), but retains discretion to award compensation that is not deductible under Section 162(m) if it believes that doing so is in the best interests of the Company and our stockholders.

While we cannot predict how the $1 million deduction limit may impact our executive compensation program in future years, the Compensation Committee intends to maintain an approach to executive compensation that strongly links pay to performance. However, the Compensation Committee may, in its judgment, authorize and pay compensation that is not fully tax deductible when it believes that such compensation is in the best interests of the Company and our stockholders.

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Accounting for Stock-Based Compensation

We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSU awards and performance-based equity awards (PSUs and MSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

For performance unit awards, stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against their pre-established performance objectives.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS³

Mika Nishimura, Chairperson

James M. Hindman

Steven F. Mayer

The foregoing Compensation Committee Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under these acts, except to the extent that we expressly incorporate it by reference into such filings.

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EXECUTIVE COMPENSATION

Fiscal 2026 Summary Compensation Table

The following table sets forth the compensation for each of fiscal years 2026 and 2025 paid to and earned by the following persons, who we refer to as our Named Executive Officers or (“NEOs”):

For fiscal years 2026 and 2025, the amounts shown in the “Stock Awards column” include the grant date fair values of the PSUs granted in those fiscal years based upon the probable outcome of the applicable performance conditions, which were as follows: (i) in Mr. La Neve’s case, $1,351,250 for the PSUs granted in fiscal 2026, (ii) in Mr. Pervaiz’s case, $34,056 for the PSUs granted in fiscal 2026 and $294,527 for the PSUs granted in fiscal 2025, (iii) in Mr. Miele’s case, $245,960 for the PSUs granted in fiscal 2026, (i) in Ms. Winter’s case, $1,157,073 for the PSUs granted in fiscal 2025, and (v) in Mr. Chalke’s case, $336,603 for the PSUs granted in fiscal 2025.

Assuming the highest levels of performance are achieved, the values of the PSUs, based on the closing price for our common stock on the Nasdaq stock market on the grant date of the PSUs were as follows: (i) in Mr. La Neve’s case, $2,026,875 for the PSUs granted in fiscal 2026, (ii) in Mr. Pervaiz’s case, $51,084 for the PSUs granted in fiscal 2026 and $441,791 for the PSUs granted in fiscal 2025, (iii) in Mr. Miele’s case, $368,940 for the PSUs granted in fiscal 2026, (iv) Ms. Winter’s case, $1,735,610 for the PSUs granted in fiscal 2025, and (v) in Mr. Chalke’s case, $504,904 for the PSUs granted in fiscal 2025.

The actual value, if any, that an NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award and there is no assurance that the value, if any, eventually realized by the NEO will correspond to the actual amount reported.

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Outstanding Equity Awards at Fiscal 2026 Year-End Table

The following table sets forth the outstanding and exercisable and unexercisable stock options and other unvested stock awards held by our NEOs as of June 30, 2026. The market value for the stock awards was calculated by multiplying the number of shares of our common stock subject to each award by the closing market price per share of our common stock on June 30, 2026, the last trading day of the fiscal year. Ms. Winter and Mr. Chalke were no longer with the Company on June 30, 2026 and as such do not have any equity awards outstanding as of such date and are not included in the table below.

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Potential Payments and Benefits Upon Termination or Change in Control

Employment Agreements

Our employment agreements with each of our executive officers, including our NEOs, among other things, provide for certain payments and benefits upon their termination of employment under specified circumstances, including in connection with a change in control of the Company.

Except as set forth below, our NEOs will forfeit any outstanding and unvested stock options, RSU awards and performance-based equity awards if their employment with us is terminated.

Termination Not in Connection with a Change in Control of the Company

In the event of a termination of employment by us without “Cause” (as defined below) (excluding due to the executive’s death or incapacity) or by an NEO for “Good Reason” (as defined below), the amount of the severance payments and benefits to which each such executive is entitled depends on such executive’s position with the Company. For each executive the severance payments and benefits consist of:

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In addition, each NEO’s employment agreement requires us to provide the NEO with 30 days’ written notice of a termination of employment without Cause but allows us to terminate the NEO before the end of that notice period if we pay the NEO his or her base salary for the remainder of the notice period (the “Termination Notice Replacement Payment”).

Our NEOs’ employment agreements define “Cause” generally as (i) material breach of the employment agreement, or of a Company policy or of a law, rule or regulation applicable to the Company or its operations; (ii) demonstrated and material neglect of duties, or failure or refusal to perform the material duties of the NEO’s position, or the failure to follow the reasonable and lawful instructions of the Company (or in the case of our CEO, our Board); (iii) gross misconduct or dishonesty, self-dealing, fraud or similar conduct that the Company (or in the case of our CEO, our Board) reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company; or (iv) the NEO’s conviction of or plea of guilty or nolo contendere to a felony (other than a traffic offense that is not punishable by a sentence of incarceration) or any crime involving fraud, embezzlement, or any other act of moral turpitude, provided that a termination pursuant to (ii) will be effective only if such failure continues after the NEO has been given written notice thereof and 15 business days thereafter in which to cure, unless the Company (or in the case of our CEO, our Board) reasonably determines that the reasons for termination are not capable of being cured.

Our NEOs’ employment agreements define “Good Reason” generally as the occurrence of any one of the following events without the NEO’s written consent, unless the Company cures the circumstances constituting Good Reason within 30 days after notice from the NEO that Good Reason exists: (i) a material reduction in the NEO’s base compensation; (ii) any action or inaction that constitutes a material breach by the Company of the NEO’s employment agreement; (iii) during the Change in Control Period (as defined below), a material diminution in the NEO’s authority, duties or responsibilities such that they are materially inconsistent with his/her then position in the Company or, outside of the Change in Control Period, a material diminution in the NEO’s duties or responsibilities such that they are materially inconsistent with the position to which he/she was originally appointed; or (iv) a relocation of the NEO’s primary work location to a location that increases the NEO’s commute by 30 miles or more. To the extent the NEO’s principal work location is not the Company’s offices or facilities due to a shelter-in-place order, quarantine order, or similar work-from-home requirement that applies to the NEO, the NEO’s principal work location, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company’s office or facility location where the NEO’s employment with the Company primarily was or would have been based immediately prior to the commencement of such shelter-in-place order, quarantine order, or similar work-from-home requirement. In order for a resignation with Good Reason to be effective, each NEO must provide written notice of his or her resignation for Good Reason to the Company within 60 days after the date the NEO becomes aware of the initial occurrence of any of the foregoing, and the separation date must occur not later than six months after the NEO becomes aware of the initial occurrence of the event constituting Good Reason.

Termination in Connection with a Change in Control of the Company

Each of our NEO’s (including our CEO’s) severance payments and benefits are generally larger in the event that the termination of employment occurs in connection with a change in control of the Company (as defined below).

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For each of our NEOs, in the event such executive’s employment is terminated without Cause or such executive resigns for Good Reason, in each case within three months prior to or 24 months following a change in control of the Company, the severance payments and benefits consist of:

Each NEO’s employment agreement generally defines a “change in control” to include the following:

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value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (3). For purposes of this paragraph, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Termination as a Result of Incapacity or Death

In the event of the termination of our CEO’s employment because of incapacity or death, our CEO’s employment agreement provides for (i) the acceleration of vesting of all outstanding and unvested equity awards that are scheduled to vest based solely on the achievement of service-based conditions (“Time-based Equity Awards”) that would have vested within 12 months of such termination of employment had such Time-based Equity Awards had vesting schedules that provided for pro-rata vesting on a monthly basis over the entirety of the vesting schedule and (ii) with respect to any Performance-based Equity Awards for which the performance period is scheduled to end within 12 months after the date of termination, each such Performance-based Equity Award will remain outstanding until the date the Compensation Committee determines whether the applicable performance condition is achieved and will vest in accordance with its terms to the extent such performance condition is achieved.

In the event of termination of employment of any of our non-CEO NEOs because of incapacity or death, their respective employment agreements provide for (i) the acceleration of vesting of all unvested Time-based Equity Awards that would have vested within six months of such termination of employment had such Time-based Equity Awards had vesting schedules that provided for prorated vesting on a monthly basis over the entirety of the vesting schedule and (ii) with respect to Performance-based Equity Awards for which the performance period is scheduled to end within six months after the date of termination, each such Performance-based Equity Award will remain outstanding until the date the Compensation Committee determines whether the applicable performance condition is achieved and will vest in accordance with its terms to the extent such performance condition is achieved.

Restrictive Covenants and Release of Claims

As a condition to the receipt of payments and benefits (including the Termination Notice Replacement Payment) upon or following termination of employment (other than a termination due to incapacity or death), each of our NEOs is subject to compliance with certain restrictive covenants as set forth in their individual employment agreements. Generally, these covenants prohibit these executives from disclosing our proprietary or confidential information during their employment with us and thereafter, soliciting any of our employees to leave employment with us or any of our customers or suppliers to do business with any of our competitors for the duration of their employment with us and for one year thereafter, and from competing with us for the duration of their employment. These severance payments and benefits may cease in the event of violation of these covenants. In addition, these severance payments and benefits are conditioned upon our NEOs entering into a full release of claims in favor of the Company.

Section 4999 of the Code

If, in connection with a change in control of the Company, any payments or benefits payable to our NEOs would be subject to the excise tax imposed by Section 4999 of the Code, their payments and benefits will be reduced to the extent necessary so that no amount will be subject to this excise tax, provided that the reduction will occur only if the NEO will be in a more favorable after-tax position than if no reduction had been made. We believe that this approach protects the value of compensation already awarded to our NEOs and mitigates any potential personal bias against a potential corporate transaction.

Other Information

The Compensation Committee does not consider the potential payments and benefits under these arrangements when making compensation decisions for our NEOs. These arrangements serve very specific purposes that are unrelated to the determination of our NEOs compensation for a specific year.

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Equity Incentive Plans and Inducement Awards

Each of our NEOs has been granted equity awards under our 2016 Plan, our 2026 Plan or standalone inducement award agreements. Our 2016 Plan, 2026 Plan and standalone inducement award agreements provide that in the event of our merger or change in control (as defined in the respective plan or agreement), if the successor corporation does not assume or substitute for the award, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, and all restrictions on restricted stock and restricted stock units will lapse. With respect to awards with performance-based vesting that are not assumed or substituted for, unless the applicable award agreement provides otherwise, all performance goals or other vesting criteria will be deemed achieved at target levels (prorated based on the portion of the performance period that has elapsed as of immediately prior to the transaction), and all other terms and conditions will be deemed met.

The La Neve Inducement PSU separately provides that if a Change in Control (as defined in the award agreement) occurs during a performance period, the performance period will be shortened to end on a date within ten days prior to the expected Change in Control effective date, and performance against the La Neve Inducement PSU performance goals will be determined based on the value per share of our common stock in the Change in Control. Any shares that become eligible to vest as a result of such determination will vest upon Mr. La Neve’s continued service through the first anniversary of the Change in Control, subject to any acceleration as provided under his employment agreement.

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Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship, for fiscal years 2026, 2025, and 2024 between certain financial performance measures and the compensation of each of our principal executive officers (each, a “PEO”) or the average compensation of our named executive officers other than the PEO (the “non-PEO NEOs”). For additional information about our performance-based pay philosophy and how we align executive compensation with our performance, refer to the section entitled “Compensation Discussion and Analysis.”

2026: Suzanne Winter (PEO#1); Steve La Neve (PEO#2); and Ali Pervaiz, Sandeep Chalke and Paul Miele (non-PEO NEOs).

2025: Suzanne Winter (PEO#1); Sandeep Chalke (PEO#2); and Ali Pervaiz and Jesse Chew (non-PEO NEOs).

2024: Suzanne Winter (PEO); and Ali Pervaiz, Sandeep Chalke, Jesse Chew, and Michael Hoge (non-PEO NEOs).

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Analysis of Information Presented in the Pay Versus Performance Table

The graphs that follow present the relationship between: (i) the “Compensation Actually Paid” (or “CAP”) to our PEOs and the average CAP to our non-PEO NEOs compared to our total shareholder return and (ii) CAP to our PEOs and the average CAP to our non-PEO NEOs compared to net income (loss), over the three most recently completed fiscal years, as disclosed in the table above.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

Director Compensation Table for Fiscal 2026

The following table sets forth summary information concerning the compensation of our non-employee directors for their service during fiscal 2026:

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Director Compensation Program

The compensation program for our non-employee directors is designed to attract and retain high quality directors and to align director interests with those of our stockholders. The compensation of our outside directors is reviewed regularly by the board of directors upon recommendation from the Compensation Committee, which review includes a market assessment and an analysis by Exequity conducted generally every other year. For fiscal 2026, our Compensation Committee consulted with Exequity regarding our non-employee director compensation program. Exequity provided the Compensation Committee relevant market data on non-employee director compensation derived from the same Compensation Peer Group and Relevant Market Data used for evaluating compensation for our executive officers. The Compensation Committee reviewed such director compensation information and concluded that in light of our non-employee director compensation program generally aligning with competitive market practices, no change in director compensation would be recommended for fiscal 2026. Our non-employee directors receive compensation in the form of equity awards granted under the terms of our 2026 Plan and cash, as described below. Please see the section titled “Certain Relationships and Related Transactions” to compensation paid to Mr. Mayer in his consulting capacity.

Cash Compensation

Each non-employee director, other than the Chairperson of our Board, receives an annual cash retainer of $52,500, paid quarterly. The Chairperson of our Board receives an annual cash retainer of $112,500, paid quarterly. The additional annual cash retainer for non-employee directors who serve on the standing committees of our Board and the additional annual retainer for serving as the chairperson of such committee are set forth in the table below:

The annual retainers set forth above apply regardless of the number of meetings and no additional fees are paid for additional meetings in excess of the regularly scheduled meetings.

Additionally, in August 2025, a Special Committee comprised of Messrs. Hindman and Mayer and Mses. Le Grand and Huss was established to support the Company in its transformation efforts. The Board approved compensation for the members of such committee as follows: (i) an annual cash retainer in the amount of $30,000 to each of the chairperson and vice chairperson of the Special Committee and (ii) an annual cash retainer in the amount of $15,000 to each member of the Special Committee other than the chairperson and vice chairperson. Such compensation was determined based upon an analysis of market data by and recommendation of the Company’s compensation consultant, which was taken into consideration when the independent members of our Board approved such compensation.

In addition to the foregoing, all of our non-employee directors are reimbursed for the reasonable expenses incurred in connection with participating in the meetings of our Board and committees of our Board. Employee directors are not compensated for Board service in addition to their regular employee compensation.

In March 2026, in light of efforts to conserve the Company’s cash, the Compensation Committee approved the elimination of all Board and Committee retainers that would have been earned during the period beginning April 1, 2026 through June 30, 2026. 

Further, in September 2026, the Board approved updated annual cash retainers for each non-employee directors for fiscal 2027, Each of our non-employee directors will receive an annual retainer of $30,000, paid in equal quarterly installments. The Chairperson of our Board will receive a total annual retainer of $45,000, paid in equal quarterly installments, with no additional cash retainer for serving as a member of our Board. Each non-employee director serving as a chairperson of a standing committee will receive an additional annual cash retainer as set forth in the table below (with no additional cash retainer for serving as a member of such committee):

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Equity Compensation

Pursuant to guidelines for annual equity awards adopted by our Board in November 2017 and affirmed in November 2024, each of our non-employee directors receives an annual RSU award covering the number of shares of our common stock obtained by dividing $150,000 by the fair market value of one share of our common stock, with the grant of such RSU awards effective on the last day of the month in which our Annual Meeting of Stockholders occurs, and with a vesting commencement date of the date of the Annual Meeting. In September 2025, our Board revised the annual equity awards to be granted each of our non-employee directors to provide that such annual restricted stock unit awards will be scheduled to vest in full on the earlier of the one-year anniversary from grant and the next annual meeting of stockholders provided that such meeting occurs at least 50 weeks after the most recent annual meeting. In accordance with these guidelines, on November 28, 2025, each then-current non-employee director was granted an RSU award covering 56,603 shares of our common stock under the 2026 Equity Incentive Plan, with a vesting commencement date of November 13, 2025. In calculating the number of shares for the annual RSU awards, the Board was mindful of stockholder dilution and share burn and approved a deviation to the guidelines to keep the number of shares of our common stock covered by each non-employee director annual RSU award granted in November 2025 at the same level as the analogous awards granted in November 2024, resulting in a grant date fair market value of less than $150,000 for each annual RSU award granted in November 2025. The annual RSU awards vest in full on the first anniversary of the vesting commencement date and are subject to full acceleration of vesting in the event of a change in control of the Company.

Our Board revised the equity compensation for newly elected non-employee directors in November 2017 such that upon initial appointment to our Board, a non-employee director will receive an RSU award covering the number of shares of our common stock obtained by dividing $150,000 by the fair market value (as of the date of grant) of one share of our common stock. This RSU award will be prorated for the number of months the newly elected non-employee director will serve on our Board prior to the next Annual Meeting of Stockholders. The vesting commencement date for the initial RSU award is the date of appointment for the new director, with full vesting on the next Annual Meeting of Stockholders. Vesting of the initial RSU award will be accelerated in full in the event of a change in control of the Company.

In recognition of the services provided by certain members of the Board in connection with the CEO transition and transformation efforts, the Board also approved special recognition grants to Ms. Le Grand and Mr. Galbato. In August 2025, the Board approved the grant to Ms. Le Grand of an RSU award covering 78,947 shares of our common stock under the 2016 Equity Incentive Plan with a vesting commencement date of August 29, 2025, which is scheduled to vest upon the one-year anniversary of the vesting commencement date. In November 2025, the Board approved the grant to Mr. Galbato of an RSU award covering 50,000 shares of our common stock under the 2026 Equity Incentive Plan with a grant date of November 28, 2025, which was fully-vested upon grant. No additional stock options or RSU awards are provided for Board or committee membership or for serving as the chairperson of a committee.

In addition, upon their departure from the Company on July 29, 2026. 135,550 and 56,603 shares of unvested restricted stock units belonging to Ms. Le Grand and Ms. Huss, respectively, were forfeited. In recognition of their service to the Board through their departure and in light of the compensation that was not received for recent service due to such forfeited awards, the Board approved the payment of cash to Ms. Le Grand and Ms. Huss in the amount of $31,177 and $13,019, respectively.

In connection with approval of updated annual cash retainers for fiscal 2027, in September 2026, our Board also approved updated annual equity compensation for continuing Board members as well as equity compensation for newly elected non-employee directors, both for fiscal 2027. With respect to annual equity compensation, for fiscal 2027, each of our non-employee directors will receive (i) an annual RSU award covering 50,000 shares of our common stock that will vest in full on the first anniversary of the vesting commencement date and (ii) an annual stock option grant covering 50,000 shares of our common stock that will fully vest one-year after the date of grant, with an exercise price to be the fair market value of our common

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stock at the date of grant. Both awards would be granted effective on the last day of the month in which our Annual Meeting of Stockholders occurs, with the RSU having a vesting commencement date of the date of the Annual Meeting. With respect to newly elected non-employee directors appointed or elected in fiscal 2027, upon initial appointment or election to our Board, such non-employee director will receive (i) an RSU award covering 75,000 shares of our common stock that will vest over a three-year period and (ii) a stock option grant covering 75,000 shares of our common stock that will vest over a three-year period after the date of grant, with an exercise price to be the fair market value of our common stock at the date of grant. Vesting of the annual and initial RSU award will be accelerated in full in the event of a change in control of the Company.

Stock Ownership Requirements

Our Corporate Governance Guidelines require our non-employee directors to own the number of shares of our common stock having a value equal to at least four times his or her regular annual cash retainer. Non-employee directors have five years from the date of election or appointment to attain the foregoing ownership levels. Due to significant stock price changes in fiscal 2026, certain of our non-employee directors who previously were in compliance with these stock ownership requirements or otherwise on track to be in compliance within the applicable timeframe specified in such requirements, fell below the requirement levels as of the last day of fiscal 2026. Pursuant to the Guidelines, each non-employee director to retain at least 25% of the net shares he or she receives pursuant to all Company equity awards (excluding shares sold to cover (i) the exercise price of any stock options and/or (ii) associated taxes), until the foregoing ownership levels are achieved. No non-employee director sold any shares of our common stock during any period in which such non-employee director’s holdings were below the applicable ownership threshold. The Compensation Committee monitors the progress of non-employee director towards meeting their ownership requirements and will take such actions as it deems appropriate to address any continued noncompliance.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth as of June 30, 2026 certain information regarding our equity compensation plans.

Policies and Practices for Granting Certain Equity Awards

We do not have any formal plan or obligation that requires us to award equity or equity-based compensation to any executive officer on specified dates. Under the Company’s historical practices, the approval of long-term equity incentive compensation for the Company’s regular annual equity awards to its executive officers is typically made early in the second quarter of each fiscal year (in November) and the Company intends to continue doing so at this time (although the Compensation Committee may change the timing of such annual grants in the future). These grants are then made effective at the end of the month of grant, which occurs after the date of filing of the Company’s Form 10-Q for its prior fiscal quarter and after the Company’s annual meeting of stockholders.

This equity grant approach is used by the Compensation Committee in order to best help ensure the grants to executive officers are made only during an open window, and after the release of the Company’s material non-public information regarding its most recently-completed fiscal quarter. Additionally, the Compensation Committee does not factor any material non-public information into its design and approval of the terms of such regular annual equity awards. Including with respect to grants made during fiscal 2026, the Company does not time the disclosure of material non-public information for purposes of affecting the value of executive compensation.

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During fiscal 2026, the Company did not grant stock options (or similar awards) to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

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SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table presents information as to the beneficial ownership of our common stock as of September 30, 2026 by:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options, warrants, RSUs and other convertible securities that are currently exercisable or releasable or will become exercisable or releasable within 60 days of September 30, 2026 are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants, RSUs or other convertible securities for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Accuray Incorporated, 1240 Deming Way, Madison, WI 53717

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This table lists applicable percentage ownership based on 119,575,537 shares of common stock outstanding as of September 30, 2026