v3.25.2
Award Timing Disclosure
12 Months Ended
May 31, 2025
Jan. 16, 2025
USD ($)
shares
$ / shares
Rate
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure

The Company does not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. However, it has implemented a practice of timing grants of equity awards within an open trading window in order to avoid conflicts. The Company’s historical practice has been to make annual grants of equity awards, including options, mid-August of each year, following the release of the Company’s financial results for its prior fiscal year. As a result, these grants typically are made at a time when possession of material nonpublic information is less likely and after year-end financial results have been released to the market.

As a result of Mr. Jones’ retirement as Chief Operating Officer in early 2025 and the subsequent expansion of Mr. Naemura’s role as Chief Financial Officer and to include the Chief Operating Officer role, Mr. Naemura was granted a prorated equity grant aligned to his new compensation package. This prorated award comprised of both RSUs and stock options in line with the equity mix of his fiscal year 2025 annual equity grant: and was granted on January 16, 2025, one business day after the Company filed its quarterly report on Form 10-Q for the second fiscal quarter of fiscal 2025 on January 15, 2025. The table below shows information about this option grant to Mr. Naemura, including the decrease in the closing market price of our stock between the trading day immediately prior to filing that quarterly report (January 14, 2025) and the trading day immediately after filing that quarterly report (January 16, 2025).

 

 

Name

 

Grant Date

 

 

Number of Securities
Underlying the Award

 

Exercise Price
of the Award
($/share)

 

Grant Date Fair
Value of the Award

 

Percentage Change in the Closing Market Price between 1/14/2025 and 1/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David H. Naemura

 

1/16/2025

 

 

 

45,150

 

 

 

$

11.60

 

 

 

$

174,600

 

 

 

 

(6.6

)%

 

 
Award Timing Method The Company does not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. However, it has implemented a practice of timing grants of equity awards within an open trading window in order to avoid conflicts. The Company’s historical practice has been to make annual grants of equity awards, including options, mid-August of each year, following the release of the Company’s financial results for its prior fiscal year. As a result, these grants typically are made at a time when possession of material nonpublic information is less likely and after year-end financial results have been released to the market.  
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Award Timing, How MNPI Considered The Company’s historical practice has been to make annual grants of equity awards, including options, mid-August of each year, following the release of the Company’s financial results for its prior fiscal year. As a result, these grants typically are made at a time when possession of material nonpublic information is less likely and after year-end financial results have been released to the market.  
Awards Close in Time to MNPI Disclosures, Table

Name

 

Grant Date

 

 

Number of Securities
Underlying the Award

 

Exercise Price
of the Award
($/share)

 

Grant Date Fair
Value of the Award

 

Percentage Change in the Closing Market Price between 1/14/2025 and 1/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David H. Naemura

 

1/16/2025

 

 

 

45,150

 

 

 

$

11.60

 

 

 

$

174,600

 

 

 

 

(6.6

)%

 

 
David H. Naemura    
Awards Close in Time to MNPI Disclosures    
Name   David H. Naemura
Underlying Securities | shares   45,150
Exercise Price | $ / shares   $ 11.6
Fair Value as of Grant Date | $   $ 174,600
Underlying Security Market Price Change | Rate   (6.60%)