Definitive proxy statements

Pay vs Performance Disclosure

v3.26.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
May 31, 2026
May 31, 2025
May 31, 2024
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

The following table presents information regarding our executive compensation pay relative to corporate performance of our principal executive officers (“PEOs”), and non-PEO named executive officers (“non-PEO NEOs”) for fiscal years 2026, 2025, and 2024.

 

Year

 

Summary
Compensation
Table Total
For Jacob
Lalezari
($)

 

Compensation
Actually Paid
To Jacob
Lalezari(4)
($)

 

Summary
Compensation
Table Total
For Antonio
Migliarese
($)

 

Compensation
Actually Paid
To Antonio
Migliarese(4)
($)

 

Summary
Compensation
Table Total
For Cyrus
Arman
($)

 

Compensation
Actually Paid
To Cyrus
Arman(4)
($)

 

Average
Summary
Compensation
Table Total
For
Non-PEO
NEOs
($)

 

Average
Compensation
Actually
Paid to
Non-PEO
NEOs
($)

 

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

 

Net Income
(Loss)
(In Thousands)
($)

2026(1)

 

1,833,398

 

1,537,230

 

—

 

—

 

—

 

—

 

1,645,454

 

1,514,525

 

88.08

 

(42,699)

2025 (2)

 

783,850

 

1,314,782

 

—

 

—

 

—

 

—

 

499,007

 

529,543

 

209.94

 

3,745

2024(3)

 

685,366

 

636,594

 

483,241

 

(9,545)

 

387,587

 

185,833

 

397,114

 

376,750

 

61.53

 

(49,841)

 

(1)
Dr. Lalezari served as the Company's PEO for the 2026 fiscal year, and Mr. Blok and Mr. Hoffman were the Company's non-PEO NEOs.

 

(2)
Dr. Lalezari served as the Company’s PEO for the 2025 fiscal year, and Mr. Blok, Mr. Cohen, and Mr. Hoffman were the Company’s non-PEO NEOs.
(3)
Dr. Lalezari, Mr. Migliarese, and Dr. Arman each served as the Company’s PEO for a portion of the 2024 fiscal year, and Mr. Blok and Mr. Cohen were the Company’s non-PEO NEOs.
(4)
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 the tables below.

Compensation Actually Paid reflects adjustments to the values of awards of stock options shown in the Summary Compensation Table for the 2026 fiscal year as set forth in the tables below.

 

PEO Year

 

Summary
Compensation
Table Total
($)

 

 

Change in
Fair Value
of Equity
Awards
Granted
during
Year that
Remained
Unvested at
Year-end
($)

 

 

Change in
Fair Value
of Unvested
Equity Awards
From Prior
Year-End
to Current
Year-end
($)

 

 

Change in
Fair Value
of Unvested
Equity
Awards that
Vested
During
Year from
Prior
Year-end
to Vesting
Date
($)

 

 

Dividends Paid
on Awards
During Year
Prior to
Vesting Date
($)

 

 

Deduction for
Fair Value of
Awards Granted
in Prior Years
that Were
Forfeited
During Year
($)

 

 

Compensation
Actually Paid
($)

 

2026 – Jacob Lalezari

 

 

1,833,398

 

 

 

(77,837

)

 

 

(129,317

)

 

 

(89,014

)

 

 

—

 

 

 

—

 

 

 

1,537,230

 

2025 – Jacob Lalezari

 

 

783,850

 

 

 

344,504

 

 

 

189,754

 

 

 

(3,326

)

 

 

—

 

 

 

—

 

 

 

1,314,782

 

2024 – Jacob Lalezari

 

 

685,366

 

 

 

(48,772

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

636,594

 

2024 – Antonio Migliarese

 

 

483,241

 

 

 

—

 

 

 

—

 

 

 

(27,661

)

 

 

—

 

 

 

(465,125

)

 

 

(9,545

)

2024 – Cyrus Arman

 

 

387,587

 

 

 

(13,349

)

 

 

—

 

 

 

(20,301

)

 

 

—

 

 

 

(168,104

)

 

 

185,833

 

 

NON-PEO
NEOS YEAR

 

Average
Summary
Compensation
Table Total
($)

 

 

Average
Change for
Year-end
Fair Value
of Equity
Awards
Granted
during
Year that
Remained
Unvested at
Year-end
($)

 

 

Average
Change in
Fair Value
of Unvested
Equity Awards
From Prior
Year-End
to Current
Year-end
($)

 

 

Average
Change in
Fair Value
of Unvested
Equity Awards
that Vested
During Year
from Prior
Year-end
to Vesting
Date
($)

 

 

Average
Dividends Paid
on Awards
During Year
Prior to
Vesting Date
($)

 

 

Average
Deduction
for Fair
Value of
Awards
Granted
in Prior
Years that
Were Forfeited
During Year
($)

 

 

Average
Compensation
Actually
Paid
($)

 

2026

 

 

1,645,454

 

 

 

(64,864

)

 

 

(41,349

)

 

 

(24,716

)

 

 

—

 

 

 

—

 

 

 

1,514,525

 

2025

 

 

499,007

 

 

 

12,999

 

 

 

17,230

 

 

 

307

 

 

 

—

 

 

 

—

 

 

 

529,543

 

2024

 

 

397,114

 

 

 

(14,832

)

 

 

(4,662

)

 

 

(870

)

 

 

—

 

 

 

—

 

 

 

376,750

 
   
Named Executive Officers, Footnote
(1)
Dr. Lalezari served as the Company's PEO for the 2026 fiscal year, and Mr. Blok and Mr. Hoffman were the Company's non-PEO NEOs.
(2)
Dr. Lalezari served as the Company’s PEO for the 2025 fiscal year, and Mr. Blok, Mr. Cohen, and Mr. Hoffman were the Company’s non-PEO NEOs.
(3)
Dr. Lalezari, Mr. Migliarese, and Dr. Arman each served as the Company’s PEO for a portion of the 2024 fiscal year, and Mr. Blok and Mr. Cohen were the Company’s non-PEO NEOs.
Adjustment To PEO Compensation, Footnote
(4)
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 the tables below.

Compensation Actually Paid reflects adjustments to the values of awards of stock options shown in the Summary Compensation Table for the 2026 fiscal year as set forth in the tables below.

 

PEO Year

 

Summary
Compensation
Table Total
($)

 

 

Change in
Fair Value
of Equity
Awards
Granted
during
Year that
Remained
Unvested at
Year-end
($)

 

 

Change in
Fair Value
of Unvested
Equity Awards
From Prior
Year-End
to Current
Year-end
($)

 

 

Change in
Fair Value
of Unvested
Equity
Awards that
Vested
During
Year from
Prior
Year-end
to Vesting
Date
($)

 

 

Dividends Paid
on Awards
During Year
Prior to
Vesting Date
($)

 

 

Deduction for
Fair Value of
Awards Granted
in Prior Years
that Were
Forfeited
During Year
($)

 

 

Compensation
Actually Paid
($)

 

2026 – Jacob Lalezari

 

 

1,833,398

 

 

 

(77,837

)

 

 

(129,317

)

 

 

(89,014

)

 

 

—

 

 

 

—

 

 

 

1,537,230

 

2025 – Jacob Lalezari

 

 

783,850

 

 

 

344,504

 

 

 

189,754

 

 

 

(3,326

)

 

 

—

 

 

 

—

 

 

 

1,314,782

 

2024 – Jacob Lalezari

 

 

685,366

 

 

 

(48,772

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

636,594

 

2024 – Antonio Migliarese

 

 

483,241

 

 

 

—

 

 

 

—

 

 

 

(27,661

)

 

 

—

 

 

 

(465,125

)

 

 

(9,545

)

2024 – Cyrus Arman

 

 

387,587

 

 

 

(13,349

)

 

 

—

 

 

 

(20,301

)

 

 

—

 

 

 

(168,104

)

 

 

185,833

 
   
Non-PEO NEO Average Total Compensation Amount $ 1,645,454 [1] $ 499,007 [2] $ 397,114 [3]
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,514,525 [1] 529,543 [2] 376,750 [3]
Adjustment to Non-PEO NEO Compensation Footnote
(4)
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 the tables below.

Compensation Actually Paid reflects adjustments to the values of awards of stock options shown in the Summary Compensation Table for the 2026 fiscal year as set forth in the tables below.

NON-PEO
NEOS YEAR

 

Average
Summary
Compensation
Table Total
($)

 

 

Average
Change for
Year-end
Fair Value
of Equity
Awards
Granted
during
Year that
Remained
Unvested at
Year-end
($)

 

 

Average
Change in
Fair Value
of Unvested
Equity Awards
From Prior
Year-End
to Current
Year-end
($)

 

 

Average
Change in
Fair Value
of Unvested
Equity Awards
that Vested
During Year
from Prior
Year-end
to Vesting
Date
($)

 

 

Average
Dividends Paid
on Awards
During Year
Prior to
Vesting Date
($)

 

 

Average
Deduction
for Fair
Value of
Awards
Granted
in Prior
Years that
Were Forfeited
During Year
($)

 

 

Average
Compensation
Actually
Paid
($)

 

2026

 

 

1,645,454

 

 

 

(64,864

)

 

 

(41,349

)

 

 

(24,716

)

 

 

—

 

 

 

—

 

 

 

1,514,525

 

2025

 

 

499,007

 

 

 

12,999

 

 

 

17,230

 

 

 

307

 

 

 

—

 

 

 

—

 

 

 

529,543

 

2024

 

 

397,114

 

 

 

(14,832

)

 

 

(4,662

)

 

 

(870

)

 

 

—

 

 

 

—

 

 

 

376,750

 
   
Total Shareholder Return Amount $ 88.08 [1] 209.94 [2] 61.53 [3]
Net Income (Loss) $ (42,699,000) [1] 3,745,000 [2] (49,841,000) [3]
PEO Name Dr. Lalezari    
Jacob Lalezari      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 1,833,398 [1] 783,850 [2] 685,366 [3]
PEO Actually Paid Compensation Amount [4] 1,537,230 [1] 1,314,782 [2] 636,594 [3]
Antonio Migliarese      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 0 [1] 0 [2] 483,241 [3]
PEO Actually Paid Compensation Amount [4] 0 [1] 0 [2] (9,545) [3]
Cyrus Arman      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 0 [1] 0 [2] 387,587 [3]
PEO Actually Paid Compensation Amount [4] 0 [1] 0 [2] 185,833 [3]
PEO | Jacob Lalezari | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (77,837) 344,504 (48,772)
PEO | Jacob Lalezari | 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 (129,317) 189,754 0
PEO | Jacob Lalezari | 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 (89,014) (3,326) 0
PEO | Jacob Lalezari | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Jacob Lalezari | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Antonio Migliarese | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     0
PEO | Antonio Migliarese | 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     0
PEO | Antonio Migliarese | 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     (27,661)
PEO | Antonio Migliarese | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     (465,125)
PEO | Antonio Migliarese | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     0
PEO | Cyrus Arman | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     (13,349)
PEO | Cyrus Arman | 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     0
PEO | Cyrus Arman | 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     (20,301)
PEO | Cyrus Arman | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     (168,104)
PEO | Cyrus Arman | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     0
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 (64,864) 12,999 (14,832)
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 (41,349) 17,230 (4,662)
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 (24,716) 307 (870)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
[1] Dr. Lalezari served as the Company's PEO for the 2026 fiscal year, and Mr. Blok and Mr. Hoffman were the Company's non-PEO NEOs.
[2] Dr. Lalezari served as the Company’s PEO for the 2025 fiscal year, and Mr. Blok, Mr. Cohen, and Mr. Hoffman were the Company’s non-PEO NEOs.
[3] Dr. Lalezari, Mr. Migliarese, and Dr. Arman each served as the Company’s PEO for a portion of the 2024 fiscal year, and Mr. Blok and Mr. Cohen were the Company’s non-PEO NEOs.
[4] 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 the tables below.