v3.26.1
Pay vs Performance Disclosure - USD ($)
4 Months Ended 12 Months Ended
Apr. 30, 2024
Apr. 30, 2026
Apr. 30, 2025
Dec. 31, 2023
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table  

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company for each of the FY 2026, FY 2025, the three-month period that began on January 1, 2024 and ended on April 30, 2024 (the “2024 Transition Period” or “2024 TP”), and the calendar year ended December 31, 2023. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for FY 2026, FY 2025, the 2024 Transition Period and the 2023 calendar year. Note that for our NEOs other than our principal executive officer (the PEO), compensation is reported as an average.

The following table sets forth information concerning the compensation of our NEOs for each of FY 2026, FY 2025, the 2024 Transition Period, and the calendar year ended December 31, 2023, and our financial performance for each such period:

 

 

 

Eric Singer

 

Jared Smith

 

Francis Jose

 

 

 

 

 

 

 

 

Year(1)

 

Summary
Compensation
Table (SCT)
Total for PEO

 

Compensation
Actually Paid
(CAP) to
PEO(2)

 

SCT
Total for
PEO

 

CAP to
PEO (2)

 

SCT Total
for PEO

 

CAP to
PEO

 

Average SCT
Total for
Non-PEO
NEOs(2)

 

Average
CAP to
Non-PEO
NEO (2)

 

Value of
Initial Fixed
$100
Investment
Based On
Total
Shareholder
Return (TSR)

 

Net
Income
(millions)

FY 2026

 

$5,066,691

 

$4,663,188

 

N/A

 

N/A

 

N/A

 

N/A

 

$538,736

 

$533,153

 

$87.20

 

$9.21

FY 2025

 

$12,293,260

 

$12,278,509

 

N/A

 

N/A

 

N/A

 

N/A

 

$1,822,286

 

$1,682,204

 

$126.62

 

$93.58

2024 TP

 

$3,713,334

 

$2,548,608

 

N/A

 

N/A

 

N/A

 

N/A

 

$987,804

 

$317,101

 

$127.32

 

$17.78

2023

 

$3,902,822

 

$2,644,047

 

N/A

 

N/A

 

$173,429

 

$175,902

 

$893,408

 

$462,923

 

$123.64

 

$33.98

 

(1)
During 2023, our Chief Executive Officer (PEO) was Eric Singer beginning on January 3, 2023 and Francis Jose through January 3, 2023. The non-PEO NEOs in the 2023 reporting year were Aaron Akerman, Michael Dodson and William Martin.
(2)
In order to calculate the average compensation “actually paid” (CAP) to our NEOs, we are required under the SEC rules to subtract from the value in the summary compensation table (SCT) the grant date fair value of equity awards (reflected in columns B and D below), and add back the following (reflected in columns C and E below): (i) the year-end fair value of any equity awards in the applicable year that are outstanding and unvested as of the end of the year; (ii) 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 the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, 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) 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.

 

 

 

SCT Total

 

Stock Awards Deducted

 

Stock Awards Added(a)

 

Options Deducted(b)

 

Options Added(b)

 

Total CAP

 

 

A

 

B

 

C

 

D

 

E

 

A – (B + D) + (C + E)

PEO

FY 2026 (Singer)

 

$5,066,691

 

$(2,242,502)

 

$1,839,000

 

--

 

--

 

$4,663,188

FY 2025 (Singer)

 

$12,293,260

 

$4,963,000

 

$4,948,248

 

--

 

--

 

$ 12,278,509

2024 TP (Singer)

 

$3,713,334

 

$1,149,505

 

$(15,222)

 

--

 

--

 

$2,548,608

2023 (Singer)

 

$3,902,822

 

$1,537,007

 

$278,233

 

--

 

--

 

$2,644,047

2023(Jose)

 

$173,429

 

--

 

$2,473

 

--

 

--

 

$175,902

Average
Non-PEO NEOs

FY 2026

 

$538,736

 

$45,417

 

--

 

--

 

--

 

$533,153

FY 2025

 

$1,822,286

 

$709,500

 

$569,417

 

--

 

--

 

$1,682,204

2024 TP

 

$987,804

 

$404,002

 

$(266,700)

 

--

 

--

 

$317,101

2023

 

$893,408

 

$641,669

 

$211,184

 

--

 

--

 

$462,923

 

(a)
The fair value of performance-vested RSUs granted in 2022 to Messrs. Singer and Martin included in columns (B) and (C), reflect the same fair value as of the grant date and as of December 31, 2022 because the company determined that there had been no change in the probability of achievement.
(b)
The fair value of stock options reported for CAP purposes in columns (D) and (E) is estimated using a Black-Scholes option pricing model in accordance with the SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions.

As shown in the table above, turnover in our NEOs from year to year can have a material impact on the reported value of compensation “actually paid,” because the fair value of forfeited equity awards (measured as of the end of the year prior to the year of forfeiture) are reflected as a negative value in columns C and E of the table contained in footnote 2 to the Pay Versus Performance table.

   
Named Executive Officers, Footnote   During 2023, our Chief Executive Officer (PEO) was Eric Singer beginning on January 3, 2023 and Francis Jose through January 3, 2023. The non-PEO NEOs in the 2023 reporting year were Aaron Akerman, Michael Dodson and William Martin.    
Adjustment To PEO Compensation, Footnote  

 

 

SCT Total

 

Stock Awards Deducted

 

Stock Awards Added(a)

 

Options Deducted(b)

 

Options Added(b)

 

Total CAP

 

 

A

 

B

 

C

 

D

 

E

 

A – (B + D) + (C + E)

PEO

FY 2026 (Singer)

 

$5,066,691

 

$(2,242,502)

 

$1,839,000

 

--

 

--

 

$4,663,188

FY 2025 (Singer)

 

$12,293,260

 

$4,963,000

 

$4,948,248

 

--

 

--

 

$ 12,278,509

2024 TP (Singer)

 

$3,713,334

 

$1,149,505

 

$(15,222)

 

--

 

--

 

$2,548,608

2023 (Singer)

 

$3,902,822

 

$1,537,007

 

$278,233

 

--

 

--

 

$2,644,047

2023(Jose)

 

$173,429

 

--

 

$2,473

 

--

 

--

 

$175,902

Average
Non-PEO NEOs

FY 2026

 

$538,736

 

$45,417

 

--

 

--

 

--

 

$533,153

FY 2025

 

$1,822,286

 

$709,500

 

$569,417

 

--

 

--

 

$1,682,204

2024 TP

 

$987,804

 

$404,002

 

$(266,700)

 

--

 

--

 

$317,101

2023

 

$893,408

 

$641,669

 

$211,184

 

--

 

--

 

$462,923

   
Non-PEO NEO Average Total Compensation Amount $ 987,804 $ 538,736 $ 1,822,286 $ 893,408
Non-PEO NEO Average Compensation Actually Paid Amount 317,101 $ 533,153 1,682,204 462,923
Adjustment to Non-PEO NEO Compensation Footnote  

 

 

SCT Total

 

Stock Awards Deducted

 

Stock Awards Added(a)

 

Options Deducted(b)

 

Options Added(b)

 

Total CAP

 

 

A

 

B

 

C

 

D

 

E

 

A – (B + D) + (C + E)

PEO

FY 2026 (Singer)

 

$5,066,691

 

$(2,242,502)

 

$1,839,000

 

--

 

--

 

$4,663,188

FY 2025 (Singer)

 

$12,293,260

 

$4,963,000

 

$4,948,248

 

--

 

--

 

$ 12,278,509

2024 TP (Singer)

 

$3,713,334

 

$1,149,505

 

$(15,222)

 

--

 

--

 

$2,548,608

2023 (Singer)

 

$3,902,822

 

$1,537,007

 

$278,233

 

--

 

--

 

$2,644,047

2023(Jose)

 

$173,429

 

--

 

$2,473

 

--

 

--

 

$175,902

Average
Non-PEO NEOs

FY 2026

 

$538,736

 

$45,417

 

--

 

--

 

--

 

$533,153

FY 2025

 

$1,822,286

 

$709,500

 

$569,417

 

--

 

--

 

$1,682,204

2024 TP

 

$987,804

 

$404,002

 

$(266,700)

 

--

 

--

 

$317,101

2023

 

$893,408

 

$641,669

 

$211,184

 

--

 

--

 

$462,923

   
Total Shareholder Return Amount 127.32 $ 87.2 126.62 123.64
Net Income (Loss) 17,780,000 9,210,000 93,580,000 33,980,000
Eric Singer        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 3,713,334 5,066,691 12,293,260 3,902,822
PEO Actually Paid Compensation Amount $ 2,548,608 $ 4,663,188 $ 12,278,509 2,644,047
PEO Name Eric Singer Eric Singer Eric Singer  
Francis Jose        
Pay vs Performance Disclosure        
PEO Total Compensation Amount       173,429
PEO Actually Paid Compensation Amount       $ 175,902
PEO Name       Francis Jose
PEO | Eric Singer | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,149,505) $ (2,242,502) $ (4,963,000) $ (1,537,007)
PEO | Eric Singer | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (15,222) 1,839,000 4,948,248 278,233
PEO | Francis Jose | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       2,473
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 (404,002) $ (45,417) (709,500) (641,669)
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 $ (266,700)   $ 569,417 $ 211,184