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Pay vs Performance Disclosure - USD ($)

12 Months Ended

May 27, 2023

May 28, 2022

May 29, 2021

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 (“PvP Rules”) we are providing information regarding the relationship between executive compensation and our financial performance. In determining the Compensation Actually Paid (“CAP”) to our named executive officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

For additional information on how the Company aligns executive compensation with Company performance, see Elements of Executive Compensation ─ Annual Cash Incentive Compensation.

The table below summarizes compensation values both reported in our Summary Compensation Table, as well as the adjusted values as required by the PvP Rules for fiscal 2023, fiscal 2022 and fiscal 2021.


					Average Summary		Average		Value of Initial Fixed $100
					Compensation		Compensation		Investment Based on:
	Summary Compensation		Compensation		Table Total For		Actually Paid to
	Table Total		Actually Paid		Non-PEO Named		Non-PEO Named		Total		Peer Group Total
Year	for PEO		to PEO		Executive Officers		Executive Officers		Shareholder Return		Shareholder Return		Net Income		Revenue

2023	$	1,725,932	$	2,394,545	$	734,117	$	1,045,432	$	449	$	119	$	22,333,000	$	262,658,000
2022		1,368,106		2,060,566		643,663		978,487		356		134		17,927,000		224,620,000
2021		1,230,517		1,655,892		553,821		755,588		213		178		1,655,000		176,937,000

Mr. Edward J. Richardson served as the Principal Executive Officer (“PEO”) for fiscal 2023, fiscal 2022 and fiscal 2021. The Other Non-PEO Named Executive Officers (“non-PEO - NEOs”) for fiscal 2023, fiscal 2022 and fiscal 2021 included: Ms. Wendy S. Diddell, Mr. Gregory J. Peloquin, Mr. Robert J. Ben and Mr. Jens Rupert.

A reconciliation of the total compensation reported in the Summary Compensation Table to the Compensation Actually Paid for fiscal 2023, fiscal 2022 and fiscal 2021 for the Company's Principal Executive Officer follows:


	Fiscal Year
	2023			2022			2021

Total Compensation, Summary Compensation Table	$	1,725,932		$	1,368,106		$	1,230,517
Deduction for amounts reported under the Stock Awards column in the SCT		(312,000	)		(153,200	)		(85,200	)
Deduction for Amounts Reported under the Option Awards column in the SCT		(108,800	)		(30,000	)		(9,800	)
Fair value of unvested Stock Options granted in fiscal year		108,800			30,000			9,800
Fair value of unvested Stock Award granted in fiscal year		347,800			279,800			171,000
Change in Fair Value of outstanding unvested Options and Stock Awards granted in prior fiscal years		517,530			418,897			227,235
Change in Fair Value of outstanding unvested Options and Stock Awards granted in prior fiscal years that vest during the fiscal year		115,283			146,963			112,340
Compensation Actually Paid	$	2,394,545		$	2,060,566		$	1,655,892


	Fiscal Year
	2023			2022			2021

Average Compensation, Summary Compensation Table	$	734,117		$	643,663		$	553,821
Deduction for amounts reported under the Stock Awards column in the SCT		(107,250	)		(90,963	)		(50,588	)
Deduction for amounts reported under the Option Awards Column in the SCT		(68,000	)		(15,563	)		(5,084	)
Fair value of unvested Stock Options granted in fiscal year		68,000			15,563			5,084
Fair value of unvested Stock Award granted in fiscal year		119,556			166,131			101,531
Change in Fair Value of outstanding unvested Options and Stock Awards granted in prior fiscal years		231,152			195,838			104,659
Change in Fair Value of outstanding unvested Options Stock Awards granted in prior fiscal years that vest during the fiscal year		67,857			63,817			46,165
Average of Compensation Actually Paid	$	1,045,432		$	978,487		$	755,588

Named Executive Officers, Footnote

PEO Total Compensation Amount

$ 1,725,932,000

$ 1,368,106,000

$ 1,230,517,000

PEO Actually Paid Compensation Amount

$ 2,394,545,000

2,060,566,000

1,655,892,000

Adjustment To PEO Compensation, Footnote


	Fiscal Year
	2023			2022			2021

Total Compensation, Summary Compensation Table	$	1,725,932		$	1,368,106		$	1,230,517
Deduction for amounts reported under the Stock Awards column in the SCT		(312,000	)		(153,200	)		(85,200	)
Deduction for Amounts Reported under the Option Awards column in the SCT		(108,800	)		(30,000	)		(9,800	)
Fair value of unvested Stock Options granted in fiscal year		108,800			30,000			9,800
Fair value of unvested Stock Award granted in fiscal year		347,800			279,800			171,000
Change in Fair Value of outstanding unvested Options and Stock Awards granted in prior fiscal years		517,530			418,897			227,235
Change in Fair Value of outstanding unvested Options and Stock Awards granted in prior fiscal years that vest during the fiscal year		115,283			146,963			112,340
Compensation Actually Paid	$	2,394,545		$	2,060,566		$	1,655,892

Non-PEO NEO Average Total Compensation Amount

$ 734,117,000

643,663,000

553,821,000

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,045,432,000

978,487,000

755,588,000

Adjustment to Non-PEO NEO Compensation Footnote


	Fiscal Year
	2023			2022			2021

Average Compensation, Summary Compensation Table	$	734,117		$	643,663		$	553,821
Deduction for amounts reported under the Stock Awards column in the SCT		(107,250	)		(90,963	)		(50,588	)
Deduction for amounts reported under the Option Awards Column in the SCT		(68,000	)		(15,563	)		(5,084	)
Fair value of unvested Stock Options granted in fiscal year		68,000			15,563			5,084
Fair value of unvested Stock Award granted in fiscal year		119,556			166,131			101,531
Change in Fair Value of outstanding unvested Options and Stock Awards granted in prior fiscal years		231,152			195,838			104,659
Change in Fair Value of outstanding unvested Options Stock Awards granted in prior fiscal years that vest during the fiscal year		67,857			63,817			46,165
Average of Compensation Actually Paid	$	1,045,432		$	978,487		$	755,588

Compensation Actually Paid vs. Total Shareholder Return

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR and the Russell Microcap Technology’s (peer group) TSR for fiscal 2023, fiscal 2022 and fiscal 2021.

CAP vs. TSR Compensation Actually Paid Total Shareholder Return $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 2021 2022 2023 PEO CAP NEO CAP Company TSR Peer Group TSR

Compensation Actually Paid vs. Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income for fiscal 2023, fiscal 2022 and fiscal 2021.

CAP vs. Net Income Compensation Actually Paid $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 Net Income (dollars in millions) $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $0 2021 2022 2023 PEO CAP NEO CAP Net Income

Compensation Actually Paid vs. Company Selected Measure

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue for fiscal 2023, fiscal 2022 and fiscal 2021.

CAP vs. Revenue Compensation Actually Paid $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 Revenue (dollars in millions) $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 2021 2022 2023 PEO CAP NEO CAP Revenue

Total Shareholder Return Vs Peer Group

The following chart compares the Company’s cumulative TSR and the Russell Microcap Technology’s (peer group) TSR for fiscal 2023, fiscal 2022 and fiscal 2021.

Company vs. Peer Group $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 2021 2022 2023 Company TSR Peer Group TSR

Tabular List, Table

The most important metrics we use to determine compensation which is discussed in the Compensation Discussion and Analysis within the section of Elements of Executive Compensation are as follows:

•

Operating income

•

Revenue

•

Cash and investing activity targets

Total Shareholder Return Amount

$ 449

356

213

Peer Group Total Shareholder Return Amount

119