XML 14 R2.htm IDEA: XBRL DOCUMENT v3.25.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

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 Company is providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

 

Pay Versus Performance Table

 

Fiscal

Year

Ended

November 30:

 

Summary

compensation

table total for

David King

(1)

($)

 

Summary

compensation

total table for

Marc

McConnell

(2)

($)

 

Compensation

actually paid

to David King

(3)

($)

 

Compensation

actually paid

to Marc

McConnell

(4)

($)

 

Average

summary

compensation

table total for

non-PEO

named

executive

officers (5)

($)

 

Average

compensation

actually paid

to

non-PEO

named

executive

officers (6)

($)

 

Value of

initial fixed

$100

investment

based on:

Total

shareholder

return (7)

($)

 

Net

Income

(8)

($)

2024

 

342,004

 

349,370

 

248,573

 

328,367

 

212,449

 

205,149

 

82.52

 

307,375

2023

 

390,267

 

-

 

388,501

 

-

 

169,134

 

169,697

 

57.91

 

266,969

2022

 

424,793

 

-

 

387,643

 

-

 

162,729

 

142,654

 

54.80

 

97,797

 

(1)

Mr. King served as the Company’s principal executive officer, or PEO, during the 2022 and 2023 fiscal years and during the 2024 fiscal year until his termination of employment on October 1, 2024.

(2)

Mr. McConnell served as the Company’s PEO during fiscal year 2024 for the period between October 4, 2024 – November 30, 2024. He did not serve as the Company’s PEO during any portion of the 2023 or 2022 fiscal years.

 

 

(3)

The dollar amounts reported in this column for Mr. King represent the amounts of “compensation actually paid” to Mr. King, as computed in accordance with Item 402(v) of Regulation S-K, during the 2022, 2023, and 2024 fiscal years. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. King during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. King’s total compensation for each year to determine the compensation actually paid:

   
PEO Total Compensation Amount $ 349,370 $ 0 $ 0
PEO Actually Paid Compensation Amount $ 328,367 0 0
Adjustment To PEO Compensation, Footnote

 

Fiscal Year

Ended

November 30:

 

Reported

Summary

Compensation

Table Total

for Mr. King

($)

 

Reported

Value of Equity

Awards(a)

($)

 

Equity

Awards

Adjustments(b)

($)

 

Compensation

Actually Paid to

Mr. King

($)

2024

 

342,004

 

(42,400)

 

(51,031)

 

248,573

2023

 

390,267

 

(64,250)

 

62,484

 

388,501

2022

 

424,793

 

(80,500)

 

43,350

 

387,643

 

 

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Awards” column in the Summary Compensation Table for the applicable year.

 

 

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) addition of the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) addition of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, addition of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Fiscal Year

Ended

November 30:

 

Year

End

Fair

Value

of Equity

Awards

($)

 

Year over

Year Change

in

Fair Value of

Outstanding

and Unvested

Equity

Awards

($)

 

Fair Value as

of

Vesting Date of

Equity Awards

Granted

and Vested

in the Year

($)

 

Year over

Year Change

in

Fair Value of

Equity Awards

Granted in

Prior Years

that Vested

in the Year

($)

 

Fair Value

at the End

of the Prior Year

of Equity

Awards

that Failed to

Meet Vesting

Conditions

in the Year

($)

 

Fair Value of

Dividends or other

Earnings Paid on

Stock or Option

Awards not

Otherwise

Reflected

in Fair Value

or Total

Compensation

($)

 

Total

Equity

Award

Adjustments

($)

2024

 

-

 

-

 

-

 

467

 

(51,498)

 

-

 

(51,031)

2023

 

51,500

 

2,567

 

-

 

8,417

 

-

 

-

 

62,484

2022

 

48,750

 

(52,999)

 

-

 

47,600

 

-

 

-

 

43,350

 

 

(4)

The dollar amount reported in this column for Mr. McConnell represent the amount of “compensation actually paid” to Mr. McConnell, as computed in accordance with Item 402(v) of Regulation S-K, during the 2024 fiscal year. The dollar amount does not reflect the actual amount of compensation earned by or paid to Mr. McConnell during the year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McConnell’s total compensation for the 2024 fiscal year to determine the compensation actually paid:

 

 

Fiscal Year

Ended

November 30:

 

Reported

Summary

Compensation

Table Total

for Mr. McConnell

($)

 

Reported

Value of Equity

Awards(a)

($)

 

Equity

Awards

Adjustments(b)

($)

 

Compensation

Actually Paid to

Mr. McConnell

($)

2024

 

349,370

 

(51,870)

 

30,867

 

328,367

 

 

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Awards” column in the Summary Compensation Table for the year.

 

 

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) addition of the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) addition of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, addition of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Fiscal Year

Ended

November 30:

 

Year

End

Fair

Value

of Equity

Awards

($)

 

Year over

Year Change

in

Fair Value of

Outstanding

and Unvested

Equity

Awards

($)

 

Fair Value as

of

Vesting Date of

Equity Awards

Granted

and Vested

in the Year

($)

 

Year over

Year Change

in

Fair Value of

Equity Awards

Granted in

Prior Years

that Vested

in the Year

($)

 

Fair Value

at the End

of the Prior Year

of Equity

Awards

that Failed to

Meet Vesting

Conditions

in the Year

($)

 

Fair Value of

Dividends or other

Earnings Paid on

Stock or Option

Awards not

Otherwise

Reflected

in Fair Value

or Total

Compensation

($)

 

Total

Equity

Award

Adjustments

($)

2024

 

34,000

 

(3,600)

 

9,470

 

467

 

-

 

-

 

30,867

 

(5)

The dollar amounts reported in this column represent the amounts reported for our named executive officers, or NEOs (excluding each person serving as our PEO in the applicable fiscal year) in the “Total” column of the Summary Compensation Table in each applicable year. The only NEO (excluding our PEO(s)) included for purposes of calculating the amounts in each applicable year was Michael Woods, our Chief Financial Officer, who was the only NEO (other than our PEO(s)) during each fiscal year.

 

 

(6)

The dollar amounts reported in this column represent the amounts of “compensation actually paid” to the NEO (excluding each person serving as our PEO in the applicable fiscal year), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEO (excluding our PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEO (excluding our PEO(s)) for each year to determine the compensation actually paid, using the same methodology described above in Note (3):

   
Non-PEO NEO Average Total Compensation Amount $ 212,449 169,134 162,729
Non-PEO NEO Average Compensation Actually Paid Amount $ 205,149 169,697 142,654
Adjustment to Non-PEO NEO Compensation Footnote

Fiscal Year

Ended

November 30:

 

Reported

Summary

Compensation

Table Total

for Non-PEO

NEO

($)

 

Reported

Value of

Equity Awards(a)

($)

 

Equity

Awards

Adjustments(b)

($)

 

Compensation

Actually Paid

to Non-PEO

NEO

($)

2024

 

212,449

 

(21,200)

 

13,900

 

205,149

2023

 

169,134

 

(17,990)

 

18,553

 

169,697

2022

 

162,729

 

(22,540)

 

2,465

 

142,654

 

   

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Awards” column in the Summary Compensation Table for the applicable year.

 

 

   

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) addition of the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) addition of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, addition of the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, addition of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) addition of the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Fiscal Year

Ended

November 30:

 

Year End

Fair Value

of Equity

Awards

($)

 

Year Over

Year

Change in

Fair Value of

Outstanding and 

Unvested 

Equity Awards

($)

 

Fair

Value as of

Vesting

Date

of Equity

Awards

Granted

and Vested

in the Year

($)

 

Year over

Year

Change in

Fair Value of

Equity

Awards

Granted in

Prior

Years that

Vested

in the Year

($)

 

Fair Value

at the End of the

Prior Year of

Equity Awards

that

Failed to Meet

Vesting

Conditions

in the Year

($)

 

Value of

Dividends or other

Earnings Paid on

Stock or Option

Awards not

Otherwise Reflected

in Fair Value or

Total Compensation

($)

 

Total

Equity

Award

Adjustments

($)

2024

 

17,000

 

(3,240)

 

-

 

140

 

-

 

-

 

13,900

2023

 

14,420

 

770

 

-

 

3,363

 

-

 

-

 

18,553

2022

 

13,650

 

(10,068)

 

-

 

(1,117)

 

-

 

-

 

2,465

 

(7)

Cumulative total shareholder return (Cumulative TSR) is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period.

 

(8)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

 

 

 

 

   
Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay versus Performance Table

 

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

 

Compensation Actually Paid and Cumulative TSR

 

The following graphs set forth the relationship between Compensation Actually Paid to our PEO (and with respect to fiscal year 2024, both our PEOs during that year), the Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the three most recently completed fiscal years.

 

i01.jpg

 

i02.jpg

 

 

 

 

   
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

The following graph sets forth the relationship between Compensation Actually Paid to our PEO (and with respect to fiscal year 2024, both our PEOs during that year), the Compensation Actually Paid to our Non-PEO NEO, and the Company’s net income over the three most recently completed fiscal years.

 

i03.jpg

 

i04.jpg
   
Total Shareholder Return Amount $ 82.52 57.91 54.8
Net Income (Loss) 307,375 266,969 97,797
PEO Reported Value Of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (51,870)    
PEO Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 30,867    
PEO Year End Fair Value Of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 34,000    
PEO Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,600)    
PEO Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 9,470    
PEO Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 467    
PEO Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO Fair Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 30,867    
NEO Reported Value Of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (21,200) (17,990) (22,540)
NEO Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 13,900 18,553 2,465
NEO Year End Fair Value Of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 17,000 14,420 13,650
NEO Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,240) 770 (10,068)
NEO Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
NEO Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 140 3,363 (1,117)
NEO Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
NEO Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
NEO Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 13,900 18,553 2,465
Former PEO [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 342,004 390,267 424,793
PEO Actually Paid Compensation Amount 248,573 388,501 387,643
Former PEO [Member] | PEO Reported Value Of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (42,400) (64,250) (80,500)
Former PEO [Member] | PEO Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (51,031) 62,484 43,350
Former PEO [Member] | PEO Year End Fair Value Of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 51,500 48,750
Former PEO [Member] | PEO Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 2,567 (52,999)
Former PEO [Member] | PEO Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Former PEO [Member] | PEO Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 467 8,417 47,600
Former PEO [Member] | PEO Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (51,498) 0 0
Former PEO [Member] | PEO Fair Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Former PEO [Member] | PEO Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (51,031) $ 62,484 $ 43,350