XML 16 R2.htm IDEA: XBRL DOCUMENT v3.25.4
Pay vs Performance Disclosure - USD ($)
 12 Months Ended 14 Months Ended 22 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2025
Oct. 01, 2024
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)

($)

  

2025

   -     381,739     -     425,957     215,104     233,787     138.82     1,034,899  

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  

 

(1)

Mr. King served as the Company’s principal executive officer, or PEO, during the 2023 fiscal year 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 2025 and 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 fiscal year.

(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 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:

 

 

        
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  

 

 

(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

($)

  

2025

   -     -     -     -     -     -     -  

2024

   -     -     -     467     (51,498)     -     (51,031)  

2023

   51,500     2,567     -     8,417     -     -     62,484  

 

(4)

The dollar amounts 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 2025 and 2024 fiscal years. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McConnell during the applicable 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 2025 and 2024 fiscal years 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

($)

  

2025

   381,739     (49,690)     93,908     425,957  

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

($)

  

2025

   47,200     17,134     13,690     15,884     -     -     93,908  

2024

   34,000     (3,600)     9,470     467     -     -     30,867  

 

        
Non-PEO NEO Average Total Compensation Amount $ 215,104 $ 212,449 $ 169,134    
Non-PEO NEO Average Compensation Actually Paid Amount $ 233,787 205,149 169,697    
Adjustment to Non-PEO NEO Compensation Footnote

(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):

 

 

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

($)

  

2025

   215,104     (18,000)     36,683     233,787  

2024

   212,449     (21,200)     13,900     205,149  

2023

   169,134     (17,9900     18,553     169,697  

 

(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

($)

  

2025

   23,600     6,599     -     6,484     -     -     36,683  

2024

   17,000     (3,240)     -     140     -     -     13,900  

2023

   14,420     770     -     3,363     -     -     18,553  

 

(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.

 

graph01.jpg

 

 

graph02.jpg

 

 

graph03.jpg

 

 

        
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

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 net income over the three most recently completed fiscal years.

 

graph04.jpg

 

 

graph05.jpg

 

 

graph06.jpg

 

        
Total Shareholder Return Amount $ 138.82 82.52 57.91    
Net Income (Loss) 1,034,899 307,375 266,969    
PEO Name       Mr. McConnell Mr. King
David King [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 0 342,004 390,267    
PEO Actually Paid Compensation Amount 0 248,573 388,501    
Marc McConnell [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 381,739 349,370 0    
PEO Actually Paid Compensation Amount 425,957 328,367 0    
PEO | David King [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (51,031) 62,484    
PEO | David King [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (42,400) (64,250)    
PEO | David King [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 51,500    
PEO | David King [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 2,567    
PEO | David King [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
PEO | David King [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 467 8,417    
PEO | David King [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (51,498) 0    
PEO | David King [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
PEO | Marc McConnell [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 93,908 30,867      
PEO | Marc McConnell [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (49,690) (51,870)      
PEO | Marc McConnell [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 47,200 34,000      
PEO | Marc McConnell [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,134 (3,600)      
PEO | Marc McConnell [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,690 9,470      
PEO | Marc McConnell [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,884 467      
PEO | Marc McConnell [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0      
PEO | Marc McConnell [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0      
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 36,683 13,900 18,553    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (18,000) (21,200) (179,900)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 23,600 17,000 14,420    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,599 (3,240) 770    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,484 140 3,363    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0    
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0