v3.26.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Nov. 30, 2025
Nov. 30, 2024
Nov. 30, 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 regarding the relationship between executive compensation actually paid to the Company's named executive officers and certain measures of our financial performance. As a smaller reporting company, the Company is providing the scaled disclosure permitted for smaller reporting companies.

 

Compensation Actually Paid ("CAP") is calculated in accordance with SEC rules and does not represent amounts actually realized or received by our named executive officers during the years presented. The Compensation Committee did not consider the pay versus performance disclosure below in making compensation decisions for any of the years presented.

 

Year

 

Summary
Compensation
Table Total
for David
Portnoy
(PEO)(1)(2)

 

 

Summary
Compensation
Table Total
for Mark
Portnoy
(PEO)(1)(2)

 

 

Compensation
Actually Paid
to David
Portnoy
(PEO)(1)(3)

 

 

Compensation
Actually Paid
to Mark
Portnoy
(PEO)(1)(3)

 

 

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1)(2)

 

 

Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(3)

 

 

Value of
Initial
Fixed $100
Investment
Based on
Total
Shareholder
Return(4)

 

 

Net Income
(Loss) (in
thousands)(5)

 

2025

 

$

1,618,516

 

 

$

1,085,418

 

 

$

701,943

 

 

$

762,818

 

 

$

373,132

 

 

$

320,338

 

 

$

107.78

 

 

$

(2,429

)

2024

 

$

1,626,177

 

 

$

1,083,960

 

 

$

2,271,885

 

 

$

1,316,074

 

 

$

378,738

 

 

$

407,785

 

 

$

204.28

 

 

$

402

 

2023

 

$

1,644,060

 

 

$

1,087,030

 

 

$

1,840,484

 

 

$

1,164,932

 

 

$

353,504

 

 

$

362,330

 

 

$

122.43

 

 

$

(9,522

)

 

(1) David Portnoy and Mark Portnoy served as Co-Chief Executive Officers, and therefore as our principal executive officers ("PEOs"), throughout 2025, 2024 and 2023. Our non-PEO named executive officers ("NEOs") for each of those years were Jill Taymans, Vice President, Finance, Chief Financial Officer and Oleg Mikulinsky, Chief Information Officer.

 

(2) Amounts reflect total compensation as reported in the Summary Compensation Table for each year. Amounts in the Options Awards column represent the aggregate fair value of options granted during each fiscal year, computed in accordance with FASB ASC Topic 718. Amounts for fiscal 2024 and 2023 have been revised from those previously reported, which reflected the compensation expense recognized during each year.

 

(3) The amounts shown as CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received. CAP reflects total compensation as set forth in the Summary Compensation Table, less the amounts reported in the Option Awards column, plus: (i) the fair value at fiscal year-end of options granted in that year that were outstanding and unvested at year-end; (ii) the change in fair value during the year of options granted in prior years that remained outstanding and unvested at year-end; (iii) the fair value at the vesting date of options granted and vested in that year; and (iv) the change in the fair value through the vesting date of options granted in prior years that vested during that year. The fair value at the end of the prior year of options that failed to meet their vesting conditions during the year is subtracted, although there were no such options in fiscal 2025, 2024 and 2023. Options that become exercisable only if our stock price reaches a stated level are treated as unvested until that level is reached. We have no defined benefit or actuarial pension plans, granted no stock awards and pay no dividends on unvested options. Equity values are calculated in accordance with FASB ASC Topic 718.

Year

 

Summary
Compensation
Table Total
for David
Portnoy

 

 

Minus Option
Awards from
Summary
Compensation
Table

 

 

Plus Year-
End Fair
Value of
Unvested
Options
Granted
During Year

 

 

Plus Change
in Fair Value
of Unvested
Options
Granted in
Prior Years

 

 

Plus Fair
Value of
Options
Granted and
Vested
During Year

 

 

Plus Change
in Fair
Value of
Prior Years’
Options
Vested
During Year

 

 

Minus Prior
Year-End
Fair Value
of Options
Forfeited
During Year

 

 

Compensation
Actually Paid
to David
Portnoy

 

2025

 

$

1,618,516

 

 

$

127,400

 

 

$

39,600

 

 

$

(840,838

)

 

$

42,462

 

 

$

(30,397

)

 

 

—

 

 

$

701,943

 

2024

 

$

1,626,177

 

 

$

154,545

 

 

$

152,414

 

 

$

498,317

 

 

$

51,510

 

 

$

98,013

 

 

 

—

 

 

$

2,271,885

 

2023

 

$

1,644,060

 

 

$

194,060

 

 

$

240,136

 

 

$

131,956

 

 

$

18,561

 

 

$

(169

)

 

 

—

 

 

$

1,840,484

 

 

Year

 

Summary
Compensation
Table Total
for Mark
Portnoy

 

 

Minus Option
Awards from
Summary
Compensation
Table

 

 

Plus Year-
End Fair
Value of
Unvested
Options
Granted
During Year

 

 

Plus Change
in Fair Value
of Unvested
Options
Granted in
Prior Years

 

 

Plus Fair
Value of
Options
Granted
and Vested
During Year

 

 

Plus Change
in Fair
Value of
Prior Years’
Options
Vested
During Year

 

 

Minus Prior
Year-End
Fair Value
of Options
Forfeited
During Year

 

 

Compensation
Actually Paid
to Mark
Portnoy

 

2025

 

$

1,085,418

 

 

$

63,700

 

 

$

19,800

 

 

$

(292,616

)

 

$

21,230

 

 

$

(7,314

)

 

 

—

 

 

$

762,818

 

2024

 

$

1,083,960

 

 

$

77,273

 

 

$

76,209

 

 

$

155,145

 

 

$

25,753

 

 

$

52,280

 

 

 

—

 

 

$

1,316,074

 

2023

 

$

1,087,030

 

 

$

97,030

 

 

$

101,903

 

 

$

49,299

 

 

$

23,864

 

 

$

(133

)

 

 

—

 

 

$

1,164,932

 

 

Year

 

Summary
Compensation
Table Total
for Other
NEOs
(Average)

 

 

Minus Option
Awards from
Summary
Compensation
Table

 

 

Plus Year-End
Fair Value of
Unvested
Options
Granted
During Year

 

 

Plus Change
in Fair Value
of Unvested
Options
Granted in
Prior Years

 

 

Plus Fair
Value of
Options
Granted
and Vested
During Year

 

 

Plus Change
in Fair
Value of
Prior Years’
Options
Vested
During Year

 

 

Minus Prior
Year-End
Fair Value
of Options
Forfeited
During Year

 

 

Compensation
Actually Paid
to Other
NEOs
(Average)

 

2025

 

$

373,132

 

 

$

26,687

 

 

$

9,521

 

 

$

(37,775

)

 

$

8,895

 

 

$

(6,747

)

 

 

—

 

 

$

320,338

 

2024

 

$

378,738

 

 

$

32,293

 

 

$

31,203

 

 

$

18,850

 

 

$

10,763

 

 

$

524

 

 

 

—

 

 

$

407,785

 

2023

 

$

353,504

 

 

$

34,735

 

 

 

—

 

 

$

7,432

 

 

$

34,735

 

 

$

1,395

 

 

 

—

 

 

$

362,330

 

 

For the equity values included in the above tables, the valuation assumptions used to calculate the fair values of stock options differed from those disclosed at the time of grant. The assumptions used to determine the fair value of stock options that vested during fiscal 2025, 2024 and 2023, or that were outstanding and unvested at November 30, 2025, 2024 and 2023, as applicable as follows:

 

 

 

Options vested during the year or outstanding at November 30 of:

 

 

2025

 

2024

 

2023

Expected volatility

 

55.00% - 65.00%

 

55.00% - 80.00%

 

45.00% - 75.00%

Risk-free interest rate

 

3.44% - 4.27%

 

3.44% - 4.76%

 

4.20% - 5.09%

Expected dividend yield

 

0.00%

 

0.00%

 

0.00%

Expected term (in years)

 

0.78 - 4.13

 

0.06 - 2.87

 

1.06 - 3.98

 

 

(4) Total shareholder return assumes $100 was invested in our common stock at the market close on November 30, 2022, the last trading day before fiscal 2023, with dividends reinvested. Cumulative total shareholder return is calculated in the same manner as the stock performance graph under Item 201(e) of Regulation S-K.

 

(5) Net income (loss) as reported in our audited consolidated financial statements for each year.

    
Named Executive Officers, Footnote

(1) David Portnoy and Mark Portnoy served as Co-Chief Executive Officers, and therefore as our principal executive officers ("PEOs"), throughout 2025, 2024 and 2023. Our non-PEO named executive officers ("NEOs") for each of those years were Jill Taymans, Vice President, Finance, Chief Financial Officer and Oleg Mikulinsky, Chief Information Officer.

    
Adjustment To PEO Compensation, Footnote

(3) The amounts shown as CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received. CAP reflects total compensation as set forth in the Summary Compensation Table, less the amounts reported in the Option Awards column, plus: (i) the fair value at fiscal year-end of options granted in that year that were outstanding and unvested at year-end; (ii) the change in fair value during the year of options granted in prior years that remained outstanding and unvested at year-end; (iii) the fair value at the vesting date of options granted and vested in that year; and (iv) the change in the fair value through the vesting date of options granted in prior years that vested during that year. The fair value at the end of the prior year of options that failed to meet their vesting conditions during the year is subtracted, although there were no such options in fiscal 2025, 2024 and 2023. Options that become exercisable only if our stock price reaches a stated level are treated as unvested until that level is reached. We have no defined benefit or actuarial pension plans, granted no stock awards and pay no dividends on unvested options. Equity values are calculated in accordance with FASB ASC Topic 718.

Year

 

Summary
Compensation
Table Total
for David
Portnoy

 

 

Minus Option
Awards from
Summary
Compensation
Table

 

 

Plus Year-
End Fair
Value of
Unvested
Options
Granted
During Year

 

 

Plus Change
in Fair Value
of Unvested
Options
Granted in
Prior Years

 

 

Plus Fair
Value of
Options
Granted and
Vested
During Year

 

 

Plus Change
in Fair
Value of
Prior Years’
Options
Vested
During Year

 

 

Minus Prior
Year-End
Fair Value
of Options
Forfeited
During Year

 

 

Compensation
Actually Paid
to David
Portnoy

 

2025

 

$

1,618,516

 

 

$

127,400

 

 

$

39,600

 

 

$

(840,838

)

 

$

42,462

 

 

$

(30,397

)

 

 

—

 

 

$

701,943

 

2024

 

$

1,626,177

 

 

$

154,545

 

 

$

152,414

 

 

$

498,317

 

 

$

51,510

 

 

$

98,013

 

 

 

—

 

 

$

2,271,885

 

2023

 

$

1,644,060

 

 

$

194,060

 

 

$

240,136

 

 

$

131,956

 

 

$

18,561

 

 

$

(169

)

 

 

—

 

 

$

1,840,484

 

 

Year

 

Summary
Compensation
Table Total
for Mark
Portnoy

 

 

Minus Option
Awards from
Summary
Compensation
Table

 

 

Plus Year-
End Fair
Value of
Unvested
Options
Granted
During Year

 

 

Plus Change
in Fair Value
of Unvested
Options
Granted in
Prior Years

 

 

Plus Fair
Value of
Options
Granted
and Vested
During Year

 

 

Plus Change
in Fair
Value of
Prior Years’
Options
Vested
During Year

 

 

Minus Prior
Year-End
Fair Value
of Options
Forfeited
During Year

 

 

Compensation
Actually Paid
to Mark
Portnoy

 

2025

 

$

1,085,418

 

 

$

63,700

 

 

$

19,800

 

 

$

(292,616

)

 

$

21,230

 

 

$

(7,314

)

 

 

—

 

 

$

762,818

 

2024

 

$

1,083,960

 

 

$

77,273

 

 

$

76,209

 

 

$

155,145

 

 

$

25,753

 

 

$

52,280

 

 

 

—

 

 

$

1,316,074

 

2023

 

$

1,087,030

 

 

$

97,030

 

 

$

101,903

 

 

$

49,299

 

 

$

23,864

 

 

$

(133

)

 

 

—

 

 

$

1,164,932

 
   
Non-PEO NEO Average Total Compensation Amount $ 373,132 $ 378,738 $ 353,504
Non-PEO NEO Average Compensation Actually Paid Amount $ 320,338 407,785 362,330
Adjustment to Non-PEO NEO Compensation Footnote

(3) The amounts shown as CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received. CAP reflects total compensation as set forth in the Summary Compensation Table, less the amounts reported in the Option Awards column, plus: (i) the fair value at fiscal year-end of options granted in that year that were outstanding and unvested at year-end; (ii) the change in fair value during the year of options granted in prior years that remained outstanding and unvested at year-end; (iii) the fair value at the vesting date of options granted and vested in that year; and (iv) the change in the fair value through the vesting date of options granted in prior years that vested during that year. The fair value at the end of the prior year of options that failed to meet their vesting conditions during the year is subtracted, although there were no such options in fiscal 2025, 2024 and 2023. Options that become exercisable only if our stock price reaches a stated level are treated as unvested until that level is reached. We have no defined benefit or actuarial pension plans, granted no stock awards and pay no dividends on unvested options. Equity values are calculated in accordance with FASB ASC Topic 718.

Year

 

Summary
Compensation
Table Total
for Other
NEOs
(Average)

 

 

Minus Option
Awards from
Summary
Compensation
Table

 

 

Plus Year-End
Fair Value of
Unvested
Options
Granted
During Year

 

 

Plus Change
in Fair Value
of Unvested
Options
Granted in
Prior Years

 

 

Plus Fair
Value of
Options
Granted
and Vested
During Year

 

 

Plus Change
in Fair
Value of
Prior Years’
Options
Vested
During Year

 

 

Minus Prior
Year-End
Fair Value
of Options
Forfeited
During Year

 

 

Compensation
Actually Paid
to Other
NEOs
(Average)

 

2025

 

$

373,132

 

 

$

26,687

 

 

$

9,521

 

 

$

(37,775

)

 

$

8,895

 

 

$

(6,747

)

 

 

—

 

 

$

320,338

 

2024

 

$

378,738

 

 

$

32,293

 

 

$

31,203

 

 

$

18,850

 

 

$

10,763

 

 

$

524

 

 

 

—

 

 

$

407,785

 

2023

 

$

353,504

 

 

$

34,735

 

 

 

—

 

 

$

7,432

 

 

$

34,735

 

 

$

1,395

 

 

 

—

 

 

$

362,330

 
   
Compensation Actually Paid vs. Total Shareholder Return

CAP and TSR. CAP to our PEOs and the average CAP to our other NEOs generally moved in the same direction as our TSR during the periods presented. Our cumulative TSR rose to $122.43 in fiscal 2023 and $204.28 in fiscal 2024, then fell to $107.78 in fiscal 2025. CAP to each PEO and the average CAP to our other NEOs increased in fiscal 2024 and decreased in fiscal 2025. In fiscal 2025, CAP for each PEO and the average CAP for our other NEOs were below the corresponding amounts reported in the Summary Compensation Table. Changes in CAP were significantly affected by changes in the fair value of outstanding equity awards resulting from changes in our stock price. The effect was greater for our PEOs because they hold a larger number of outstanding options, including options subject to market-based vesting conditions.

    
Compensation Actually Paid vs. Net Income

CAP and Net Income. The Company reported a net loss of $9.5 million in fiscal 2023, net income of $0.4 million in fiscal 2024 and a net loss of $2.4 million in fiscal 2025. Non-cash impairment charges significantly affected the Company's results in fiscal 2023 and fiscal 2025. The Compensation Committee determines the annual cash and equity bonuses of the Company's Co-Chief Executive Officers on a subjective basis, taking into account factors it considers appropriate in assessing individual and Company performance. As a result, CAP did not closely track net income during the periods presented.

    
Total Shareholder Return Amount $ 107.78 204.28 122.43
Net Income (Loss) (2,429,000) 402,000 (9,522,000)
David Portnoy      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 1,618,516 1,626,177 1,644,060
PEO Actually Paid Compensation Amount $ 701,943 2,271,885 1,840,484
PEO Name David Portnoy    
Mark Portnoy      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 1,085,418 1,083,960 1,087,030
PEO Actually Paid Compensation Amount $ 762,818 1,316,074 1,164,932
PEO Name Mark Portnoy    
PEO | David Portnoy | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (127,400) (154,545) (194,060)
PEO | David Portnoy | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 39,600 152,414 240,136
PEO | David Portnoy | 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 (840,838) 498,317 131,956
PEO | David Portnoy | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 42,462 51,510 18,561
PEO | David Portnoy | 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 (30,397) 98,013 (169)
PEO | Mark Portnoy | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (63,700) (77,273) (97,030)
PEO | Mark Portnoy | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 19,800 76,209 101,903
PEO | Mark Portnoy | 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 (292,616) 155,145 49,299
PEO | Mark Portnoy | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 21,230 25,753 23,864
PEO | Mark Portnoy | 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 (7,314) 52,280 (133)
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 (26,687) (32,293) (34,735)
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 9,521 31,203  
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 (37,775) 18,850 7,432
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 8,895 10,763 34,735
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 $ (6,747) $ 524 $ 1,395