Lite Strategy, Inc.LITS

Lite Strategy, Inc. Pay vs Performance Disclosure

10-KFiled Sep 26, 20257 min read

Pay Versus Performance

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

•
A description of our most important measures that our Compensation Committee used in fiscal year 2025 to link a measure of pay calculated in accordance with Item 402(v) (referred to as compensation actually paid, or CAP) to our performance;
•
A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (SCT) to CAP and that compares CAP to specified performance measures; and
•
Graphs that describe:
o
the relationships between CAP and our cumulative total shareholder return (TSR), GAAP Net Income and our selected measure, Total Cash (defined as all cash and cash equivalents); and
o
the relationship between our TSR and the TSR of the Nasdaq Biotechnology Index (Peer Group TSR).

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

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

Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics linking CAP to performance for fiscal year 2025. Besides stock price, the only financial performance measure the Committee used to link executive compensation to performance in 2025 was Total Cash which is defined as total cash and cash equivalents on the consolidated balance sheets as of June 30, 2025.

Compensation decisions are made each year taking into account a number of other factors. Target pay levels are primarily set based on clinical milestones, individual performance, scope of responsibility, and an annual assessment of pay competitiveness within the market, but aside from Total Cash and stock price, no additional financial performance measures were used by the Company to link compensation actually paid to our NEOs in fiscal year 2025 to our performance.

Pay Versus Performance Table. In accordance with Item 402(v) and under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the tabular disclosure for our Chief Executive Officer (our Principal Executive Officer or PEO) and the average of our NEOs other than the PEO for fiscal years 2023, 2024 and 2025.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Fiscal Year

 

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

 

 

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

 

 

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

 

 

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

 

 

 

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

 

 

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

 

 

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

 

 

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

 

 

Lite Strategy Total Shareholder Return

 

Peer Total Shareholder
Return(4)

 

 

Lite Strategy Net (Loss) Income
($ Millions)

 

 

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

 

(a)

 

(b)

 

 

(c)

 

 

(b)

 

 

(c)

 

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

 

 

(h)

 

 

(i)

 

2025

 

$

912,667

 

 

$

893,199

 

 

$

866,258

 

 

$

615,372

 

 

 

$

—

 

 

$

—

 

 

$

677,662

 

 

$

614,958

 

 

$

26

 

$

113

 

 

$

(16

)

 

$

18

 

2024

 

$

—

 

 

$

—

 

 

$

894,905

 

 

$

220,789

 

 

 

$

—

 

 

$

—

 

 

$

730,912

 

 

$

558,052

 

 

$

31

 

$

121

 

 

$

18

 

 

$

38

 

2023

 

$

—

 

 

$

—

 

 

$

2,101,058

 

 

$

1,721,979

 

 

 

$

2,446,640

 

 

$

1,857,113

 

 

$

772,486

 

 

$

642,744

 

 

$

54

 

$

109

 

 

$

(32

)

 

$

101

 
(1)
The PVP table reflects required disclosures for fiscal years 2023, 2024 and 2025. The following table reflects our Principal Executive Officer (PEO) and non-PEO NEOs in each of the fiscal years presented:.

 

Fiscal Year

 

PEO

 

Non-PEO NEOs

2025

 

Justin J. File (Current)
David M. Urso (Former)

 

Richard G. Ghalie

2024

 

David M. Urso (Current)

 

Justin J. File and Richard G. Ghalie

2023

 

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

 

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

 

 

Current PEO (File)(i)

 

Fiscal Year

2023

 

2024

 

2025

 

SCT Total

$

—

 

$

—

 

$

912,667

 

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

 

—

 

 

—

 

 

—

 

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

 

—

 

 

—

 

 

—

 

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

 

—

 

 

—

 

 

(15,787

)

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

 

—

 

 

—

 

 

—

 

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

 

—

 

 

—

 

 

(3,681

)

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

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

—

 

$

—

 

$

893,199

 

 

 

 

 

 

 

 

 

Former PEO (Urso)(i)

 

Fiscal Year

2023

 

2024

 

2025

 

SCT Total

$

2,101,058

 

$

894,905

 

$

866,258

 

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

 

(1,352,600

)

 

—

 

 

—

 

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

 

1,097,045

 

 

—

 

 

—

 

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

 

(70,864

)

 

(511,128

)

 

—

 

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

 

—

 

 

—

 

 

—

 

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

 

(52,660

)

 

(162,988

)

 

1,757

 

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

 

—

 

 

—

 

 

(252,643

)

Compensation Actually Paid

$

1,721,979

 

$

220,789

 

$

615,372

 

 

 

 

 

 

 

 

 

Former PEO (Gold)(i)

 

Fiscal Year

2023

 

2024

 

2025

 

SCT Total

$

2,446,640

 

$

—

 

$

—

 

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

 

(584,700

)

 

—

 

 

—

 

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

 

—

 

 

—

 

 

—

 

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

 

—

 

 

—

 

 

—

 

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

 

193,830

 

 

—

 

 

—

 

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

 

(130,139

)

 

—

 

 

—

 

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

 

(68,518

)

 

—

 

 

—

 

Compensation Actually Paid

$

1,857,113

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

Average Non-PEO(i)

 

Fiscal Year

2023

 

2024

 

2025

 

SCT Total

$

772,486

 

$

730,912

 

$

677,662

 

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

 

(177,850

)

 

(79,900

)

 

—

 

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

 

104,625

 

 

28,797

 

 

—

 

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

 

(32,041

)

 

(93,289

)

 

—

 

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

 

—

 

 

—

 

 

—

 

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

 

(24,476

)

 

(28,468

)

 

154

 

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

 

—

 

 

—

 

 

(62,858

)

Compensation Actually Paid

$

642,744

 

$

558,052

 

$

614,958

 

 

 

 

 

 

 

 

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

 

 

(4)
The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended June 30, 2019. As a SRC, we do not have to provide and have not provided, this stock performance graph in subsequent annual reports. The comparison assumes $100 was invested for the period starting June 30, 2022, through the end of the listed year in us and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Total Cash to be the most important financial performance measure used to link our performance to CAP to our PEO and Non-PEO NEOs in 2025. Total Cash is defined as total cash and cash equivalents.

Historical Timeline

Fiscal YearFiled
2025Sep 26, 2025Showing above
2024Sep 19, 2024

Other Available Disclosures

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