XML 13 R2.htm IDEA: XBRL DOCUMENT v3.24.0.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
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

PEO(1)

($)

(b)

    

Compensation

Actually

Paid to

PEO(2)

($)

(c)

    

Summary

Compensation

Table Total for

Non-PEO

NEO(3)

($)

(d)

    

Compensation

Actually Paid to

Non-PEO

NEO(4)

($)

(e)

    

Value of Initial Fixed $100

Investment Based On:

Total Shareholder

Return(5)

($)

(f)

    

Net Income(6)

($)

(g)

  

2023

     390,267       388,501       169,134       169,697       57.91       266,969  

2022

     424,793       387,643       162,729       142,654       54.80       97,797  

 

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for David King (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation-Summary Compensation Table."

(2)

The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Mr. King, as computed in accordance with Item 402(v) of Regulation S-K. 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:

 

 

  
PEO Total Compensation Amount $ 390,267 $ 424,793
PEO Actually Paid Compensation Amount $ 388,501 387,643
Adjustment To PEO Compensation, Footnote

Fiscal Year

Ended

November 30:

  

Reported

Summary

Compensation

Table Total

for PEO

($)

    

Reported

Value of Equity

Awards(a)

($)

    

Equity

Awards

Adjustments(b)

($)

    

Compensation

Actually Paid to

PEO

($)

  

2023

     390,267       (64,250 )     62,484       388,501  

2022

     424,793       (80,500 )     43,350       387,643  

 

 

(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

($)

  

2023

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

2022

     48,750       (52,999 )     -       47,600       -       -       43,350  

 

(3)

The dollar amounts reported in column (d) represent the amounts reported for the NEO (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEO (excluding our PEO) included for purposes of calculating the amounts in each applicable year was Michael Woods, our Chief Financial Officer.

(4)

The dollar amounts reported in column (e) represent the amounts of “compensation actually paid” to the NEO (excluding our PEO), 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) 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) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

 

 

  
Non-PEO NEO Average Total Compensation Amount $ 169,134 162,729
Non-PEO NEO Average Compensation Actually Paid Amount $ 169,697 142,654
Adjustment to Non-PEO NEO Compensation Footnote

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

($)

  

2023

     169,134       (17,990 )     18,553       169,697  

2022

     162,729       (22,540 )     2,465       142,654  

 

  (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

($)

  

2023

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

2022

     13,650       (10,068 )     -       (1,117 )     -       -       2,465  

 

(5)

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.

 

 

(6)

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, the Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the two most recently completed fiscal years.

 

peovstsr.jpg
nonpeovstsr.jpg
 

 

 

  
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the Compensation Actually Paid to our Non-PEO NEO, and the Company’s net income over the two most recently completed fiscal years.

 

peovsni.jpg
nonpeovsni.jpg

 

 

  
Total Shareholder Return Amount $ 57.91 54.8
Net Income (Loss) 266,969 97,797
PEO Reported Value Of Equity Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (64,250) (80,500)
PEO Equity Awards Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 62,484 43,350
PEO Year End Fair Value Of Equity Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 51,500 48,750
PEO Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 2,567 (52,999)
PEO Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 8,417 47,600
PEO Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO Fair Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO Total Equity Award Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 62,484 43,350
NEO Reported Value Of Equity Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (17,990) (22,540)
NEO Equity Awards Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 18,553 2,465
NEO Year End Fair Value Of Equity Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 14,420 13,650
NEO Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 770 (10,068)
NEO Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
NEO Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 3,363 (1,117)
NEO Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
NEO Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
NEO Total Equity Award Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 18,553 $ 2,465