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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jan. 31, 2026

Jan. 31, 2025

Jan. 31, 2024

PAY VERSUS PERFORMANCE

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs (1)		Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(4)		Value of Initial Fixed $100 Investment Based on TSR (5)		Net Income (Loss)
2026	$	2,045,308	$	431,302	$	1,217,600	$	149,336	$	66	$	(25,311,000	)
2025	$	2,055,038	$	2,477,344	$	1,082,172	$	1,312,640	$	163	$	(18,075,000	)
2024	$	956,513	$	981,389	$	892,802	$	968,191	$	125	$	5,425,000

(1)

The PEO for fiscal years 2026 and 2025 was James M. Jenkins. The PEO for fiscal year 2024 was Charles D. Roberson. The non-PEO NEOs for fiscal year 2026 were Helena An (our Chief Operating Officer), Barry Phillips (our Chief Revenue Officer - Fire), and Roger D. Shannon (our former Chief Financial Officer). The non-PEO NEOs for fiscal years 2025 and 2024 were Roger D. Shannon and Helena An.

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnotes 3 and 4 below. Equity values are calculated in accordance with FASB ASC Topic 718.

(3)

To calculate the amounts of Compensation Actually Paid to the PEO in fiscal year 2026, the following adjustments were made to the PEO’s Summary Compensation Table Total for the year:

We deducted $1,500,940 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the PEO in fiscal year 2026;

ii.

we added $866,941, reflecting the fair value of such equity-based awards as of the end of fiscal year 2026;

iii.

we subtracted $895,018, reflecting the change in the fair value during fiscal year 2026 of equity-based awards granted to the PEO before fiscal year 2026 that were outstanding and unvested as of the end of fiscal year 2026; and

iv.

we subtracted $84,989, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2026 of equity-based awards granted to the PEO before fiscal year 2026 that vested during fiscal year 2026.

(4)

To calculate the amounts of Compensation Actually Paid, on average, to our non-PEO NEOs in fiscal year 2026, the following adjustments were made to the Average Summary Compensation Table Total for Non-PEO NEOs for the year:

We deducted $776,429 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the non-PEO NEOs in fiscal year 2026;

ii.

we added $253,932, reflecting the fair value of such equity-based awards as of the end of fiscal year 2026;

iii.

we subtracted $260,262, reflecting the change in the fair value during fiscal year 2026 of equity-based awards granted to the non-PEO NEOs before fiscal year 2026 that were outstanding and unvested as of the end of fiscal year 2026;

iv.

we subtracted $80,744, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2026 of equity-based awards granted to the PEO before fiscal year 2026 that vested during fiscal year 2026; and

we subtracted $204,760, reflecting the fair value as of the end of fiscal year 2025 of then-unvested equity awards that were forfeited during fiscal year 2026.

(5)

The values disclosed in this TSR column represent the measurement period value of an investment of $100 in our common stock as of January 31, 2023, and then valued again on each of January 31, 2024, January 31, 2025 and January 31, 2026. Historical stock performance is not necessarily indicative of future stock performance.

Named Executive Officers, Footnote

(1)

Peer Group Issuers, Footnote

(5)

PEO Total Compensation Amount

$ 2,045,308

$ 2,055,038

$ 956,513

PEO Actually Paid Compensation Amount

$ 431,302

2,477,344

981,389

Adjustment To PEO Compensation, Footnote

(3)

To calculate the amounts of Compensation Actually Paid to the PEO in fiscal year 2026, the following adjustments were made to the PEO’s Summary Compensation Table Total for the year:

We deducted $1,500,940 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the PEO in fiscal year 2026;

ii.

we added $866,941, reflecting the fair value of such equity-based awards as of the end of fiscal year 2026;

iii.

iv.

Non-PEO NEO Average Total Compensation Amount

$ 1,217,600

1,082,172

892,802

Non-PEO NEO Average Compensation Actually Paid Amount

$ 149,336

1,312,640

968,191

Adjustment to Non-PEO NEO Compensation Footnote

(4)

We deducted $776,429 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the non-PEO NEOs in fiscal year 2026;

ii.

we added $253,932, reflecting the fair value of such equity-based awards as of the end of fiscal year 2026;

iii.

iv.

we subtracted $204,760, reflecting the fair value as of the end of fiscal year 2025 of then-unvested equity awards that were forfeited during fiscal year 2026.

Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income (Loss) during the three most recently completed fiscal years.