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Subsequent Events | 12 Months Ended
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Mar. 31, 2026
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Resignation of President and Chief Executive Officer On April 10, 2026, R. Chad Prashad informed the Company of his resignation from his positions as President and Chief Executive Officer and as a member of the Company’s Board of Directors, effective April 10, 2026, in order to pursue other opportunities. Mr. Prashad’s resignation from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and Mr. Prashad have agreed that Mr. Prashad’s resignation will be treated as a termination by the Company without cause (other than in connection with a change in control) for all purposes under his employment agreement and related equity award agreements with the Company. In connection with his departure from the Company, Mr. Prashad and the Company entered into a separation agreement and general release (the “Separation Agreement”) with an effective separation date of April 10, 2026 (the “separation date”). Consistent with the requirements of Mr. Prashad’s employment agreement for a termination by the Company without cause and the Company’s customary practices, under the Separation Agreement Mr. Prashad is entitled to receive the following: (i) a lump sum payment of his accrued base salary, vacation pay, and expenses, as well as vested benefits under any Company benefit plans or programs, through the separation date; (ii) severance pay in the amount of $1,260,000, payable over 24 months; (iii) accelerated vesting of his outstanding stock options and equity incentive awards that are subject solely to time-based vesting; (iv) payments under the Company’s Supplemental Income Plan; (v) a lump sum payment equal to the total premiums he would be expected to pay for eighteen (18) months of COBRA coverage and (vi) title to his Company car and a mobile phone. Stock options (both time-based and performance-based) that are vested on Mr. Prashad’s separation date will be exercisable for one year following the separation date, or until their expiration date, if shorter. The Separation Agreement included customary waiver and release provisions in favor of the Company, as well as non-competition, confidentiality, and non-disparagement covenants. In addition, certain payments and benefits due to Mr. Prashad under the Separation Agreement are subject to recovery by the Company in accordance with the Company’s compensation Clawback Policy and also upon the occurrence of certain specified events. Appointment of Interim President and Chief Executive Officer Until a permanent successor to Mr. Prashad is appointed, the Board has appointed Janet L. Matricciani as Interim President and Chief Executive Officer, effective April 13, 2026. Ms. Matricciani, age 58, has served as a business consultant since January 2018 through JLM Consulting LLC. She also served as President and Chief Operating Officer of AHP Servicing LLC, a mortgage loan product and servicing company, from April 2022 until March 2023. Prior to that time, Ms. Matricciani was employed with the Company as President and Chief Executive Officer from 2015 until 2018 and also served as a director and as Chief Operating Officer of the Company from 2014 to 2015. From 2010 to 2013, Ms. Matricciani served as the Chief Executive Officer of Antenna International, a leading creator of handheld audio, multimedia and virtual tours for museums, cultural and historic sites, and tourist attractions. From 2008 to 2010, Ms. Matricciani served as senior vice president of corporate development for K12 Inc., a technology-based education company. From 2005 to 2007, Ms. Matricciani served as executive vice president for Countrywide Financial Corporation. From 2001 to 2005, Ms. Matricciani served in various executive-level roles for Capital One Financial Corporation. Earlier in her career, Ms. Matricciani worked as a consultant for McKinsey & Company, and Monitor Company. Ms. Matricciani holds Bachelor of Arts and Master of Arts Degrees in Engineering from Trinity College at Cambridge University and a Master of Business Administration Degree from the Wharton School of Business at the University of Pennsylvania. There are no transactions in which Ms. Matricciani has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Matricciani has no family relationship with any other director or other executive officer of the Company. Ms. Matricciani entered into an employment agreement, dated April 13, 2026 (the “Employment Agreement”) in connection with her service as Interim President and Chief Executive Officer. Under the terms of the Employment Agreement, Ms. Matricciani will receive a salary of $83,333 per month for twelve months, a $350,000 signing bonus and a stock grant of 7,095 shares based on the closing price of the Company’s common stock on April 13, 2026 of $140.95, which shall vest in twelve equal monthly installments during the term of her Employment Agreement. She will also be entitled to the same benefits as the Company’s other executive officers, other than a car allowance and participation in the Company’s Supplemental Executive Retirement Plan. The Employment Agreement has a twelve-month term and is terminable by either party. In the event the Employment Agreement is terminated by the Company without cause prior to the end of the twelve-month term, Ms. Matricciani will be eligible to receive continued payment of the balance of her unpaid salary up through the end of the twelve-month term of the Employment Agreement. Under the terms of the Employment Agreement, the Company is also required to provide Ms. Matricciani with an indemnification agreement and cover her under its D&O insurance to the same extent it indemnifies its other executive officers for matters arising out of her service as Interim President and Chief Executive Officer. Board Size Upon Mr. Prashad’s departure from the Board, the Board reduced the size of the Board from seven to six directors, as permitted by the Company’s bylaws. Consent and Limited Modification to Fixed Charge Coverage Ratio Covenant On May 22, 2026, the Company entered into a Consent and Limited Modification to Fixed Charge Ratio (the "Modification") with Bank of Montreal ("BMO"), as Administrative Agent and Collateral Agent, and the Required Lenders party to the Revolving Credit Agreement dated as of July 22, 2025 (as amended or otherwise modified from time to time), by and among the Company, the lenders from time to time party thereto, and BMO, as Administrative Agent and Collateral Agent. Pursuant to Section 8.7(b) of the Revolving Credit Agreement, the Company and its Restricted Subsidiaries are required to maintain a ratio of Net Income Available for Fixed Charges to Fixed Charges (the "Financial Covenant") of not less than 2.25 to 1.0 for each fiscal quarter. The Modification provides for a limited, temporary modification of the Financial Covenant as follows: i.2.20 to 1.0 as of the fiscal quarter ending March 31, 2026; ii.2.10 to 1.0 as of the fiscal quarter ending June 30, 2026; and iii.2.15 to 1.0 as of the fiscal quarter ending September 30, 2026. Commencing with the fiscal quarter ending December 31, 2026, and for all fiscal quarters thereafter, the Financial Covenant shall revert to its original level of not less than 2.25 to 1.0, without regard to the limited modification set forth in the Modification. Except as expressly modified by the Modification, the Revolving Credit Agreement remains in full force and effect in accordance with its current terms. Management is not aware of any other significant events occurring subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure. Termination of Interim President and Chief Executive Officer On June 3, 2026, the Company and Janet L. Matricciani agreed that Ms. Matricciani’s role as Interim President and Chief Executive Officer would terminate effective June 3, 2026. Also effective June 3, 2026, the Company’s Executive Vice President and Chief Operating Officer, Mr. J. Tobin Turner, has been designated to serve as the Company’s Principal Executive Officer for SEC reporting purposes.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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