Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Jan. 31, 2025
Jan. 31, 2024
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 SEC Regulation S-K, we are providing the following information regarding the relationship between NEO compensation actually paid and certain financial performance measures of the Company for the fiscal years shown.

 

The following table presents information regarding our executive compensation pay relative to corporate performance of Ronald Hovsepian, our current principal executive officer (“PEO”), Jeff Tarr, our prior PEO (“Former PEO”), and non-PEO named executive officers (“non-PEO NEOs”) for fiscal 2024 and fiscal 2025.

 

Fiscal

Year

  

Summary Compensation Table Total for PEO (Hovsepian)

(1)

    

Summary Compensation Table Total for Former PEO (Tarr)(2)

    

Compensation Actually Paid to PEO (Hovsepian)

(3)

    

Compensation Actually Paid to Former PEO (Tarr)(4)

    

Average Summary Compensation Table Total for Non-PEO NEOs (5)

    

Average Compensation Actually Paid to non-PEO NEOs (6)

    

Value of Initial

Fixed $100

Investment

Based on Total

Shareholder

Return (TSR)

(7)

    

Net Income (in thousands) (8)

  
                                                                 

2025

     $14,248,107       $1,482,034       $20,864,820       $1,536,676       $2,399,609       $4,292,020       $78       $(121,908)  
                                                                 

2024

     -       $4,306,819       -       $120,636       $2,696,956       $599,389       $36       $(349,285)  

 

 

(1)

Reflects compensation amounts reported in the “Summary Compensation Table” for Ronald Hovsepian, the PEO, from April 16, 2024 to January 31, 2025.
 

(2)

Reflects compensation amounts reported in the “Summary Compensation Table” for Jeffrey Tarr, the PEO from February 1, 2023 to April 16, 2024.
 

(3)

“Compensation Actually Paid” to Mr. Hovsepian in fiscal 2025 reflects the amounts set forth in the “total compensation” column of the Summary Compensation Table, adjusted as set forth in the table below. The dollar amount in this column does not reflect the amount of compensation earned by or paid to Mr. Hovsepian during the applicable year.
 

(4)

“Compensation Actually Paid” to Mr. Tarr in each of fiscal 2025 and fiscal 2024 reflects the respective amounts set forth in the “total compensation” column of the Summary Compensation Table, adjusted as set forth in the table below. The dollar amount reflected in this column does not reflect the actual amount of compensation earned by or paid to Mr. Tarr during the applicable year.
 

(5)

The non-PEO NEOs for each of fiscal year 2025 and fiscal year 2024 were Richard Walker, Chief Financial Officer and Apratim Purakayastha, GM, Talent Development Solutions.
 

(6)

Average “Compensation Actually Paid” for our non-PEO NEOs in each of fiscal 2025 and fiscal 2024 reflets the average respective amounts set forth in the “total compensation” column of the Summary Compensation Table, adjusted as set forth in the table below. The dollar amounts reflected in this column do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable fiscal year.
 

(7)

For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement period commencing on February 1, 2023 and ending on January 31, 2025 and January 31, 2024, respectively.
 

(8)

Reflects the Company’s net income as reported in its consolidated statements of income included in its Annual Reports on Form 10-K for each of fiscal 2024 and fiscal 2025.

 

  
PEO Total Compensation Amount $ 14,248,107 $ 0
PEO Actually Paid Compensation Amount $ 20,864,820 0
Adjustment To PEO Compensation, Footnote
 

PEO

Ronald W. Hovsepian

Former PEO

Jeffrey R. Tarr

Non-PEO NEO

Average
 

2025

2024

2025

2024

2025

2024

Summary Compensation Table Total

14,248,107

-

1,482,034

4,306,819

2,399,609

2,696,956

Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year

(7,540,000)

  

-

(3,529,500)

(1,387,250)

(2,152,834)

Add: Fiscal Year-End Fair Value of All Awards Granted During the Fiscal Year that are Outstanding and Unvested as of Such Fiscal Year-End

12,187,500

-

-

920,400

2,400,000

659,132

Add: Year-Over-Year Difference of Fiscal Year-End Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested as of Applicable Fiscal Year-End

-

-

233,708

(1,099,414)

990,252

(519,353)

Add: Fair Value as of Vest Date for awards that are granted and vest in the same year.

1,955,938

-

-

-

-

-

Add: Difference in Fair Value Between Prior Fiscal Year-End and Vest Date for Awards Granted in Prior Fiscal Years that Vested During or at the end of the Applicable Fiscal Year

13,275

-

(179,065)

(477,670)

(110,591)

(84,512)

Less: Fair Value at Prior Fiscal Year-End of Any Awards Granted in any prior Fiscal Year that Fail to Meet Applicable Vesting Conditions During or at the end of the Applicable Fiscal Year

-

-

-

-

-

-
Add: The dollar value of any dividends or earnings paid on equity awards - - - - - -

Compensation Actually Paid

20,864,820

-

1,536,676

120,636

4,292,020

599,389

 

 

  
Non-PEO NEO Average Total Compensation Amount $ 2,399,609 2,696,956
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,292,020 599,389
Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay Versus Performance Table

 

The graphs below provide a description of Compensation Actually Paid (“CAP”) and the following measures:

 

 

●

the Company’s cumulative TSR and
 

●

the Company’s Net Income

 

captsr.jpg
  
Compensation Actually Paid vs. Net Income
capnet.jpg
  
Total Shareholder Return Amount $ 78 36
Net Income (Loss) (121,908,000) (349,285,000)
Former PEO [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount 1,482,034 4,306,819
PEO Actually Paid Compensation Amount 1,536,676 120,636
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (7,540,000)  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 12,187,500 0
PEO | 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 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,955,938 0
PEO | 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 13,275 0
PEO | 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
PEO | Former PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 (3,529,500)
PEO | Former PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 920,400
PEO | Former PEO [Member] | 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 233,708 (1,099,414)
PEO | Former PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Former PEO [Member] | 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 (179,065) (477,670)
PEO | Former PEO [Member] | 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
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 (1,387,250) (2,152,834)
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 2,400,000 659,132
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 990,252 (519,353)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
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 (110,591) (84,512)
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