UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 26, 2023, the Board of Directors (the “Board”) of Star Equity Holdings, Inc. (the “Company”) approved and adopted the Company’s 2023 Executive Incentive Bonus Plan (the “2023 Executive Incentive Plan”) on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”).
2023 Executive Bonus Structure
Cash bonus payouts for the Company’s executive officers, pursuant to the 2023 Executive Incentive Plan, will be based on a percentage of base salary and payable based on the achievement of certain performance targets.
For each executive officer, the amount of total cash bonus payable under the 2023 Executive Incentive Plan will be based (i) 33.3% on the attainment of a target measure of Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“AEBITDA”) for fiscal 2023 (the “Threshold Measure”), subject to other provisions of the 2023 Executive Incentive Plan, and (ii) 66.6% on the attainment of qualitative objectives established by the Compensation Committee.
Equity Grants
The Compensation Committee also determined that, as part of a long-term retention mechanism and to incentivize the executive officers to increase the Company’s shareholder value, the following restricted stock units (the “RSUs”) will be awarded effective on July 27, 2023 (the “Grant Date”) to Messrs. Coleman and Noble and Ms. Bible.
The RSU grants will vest over three years in equal installments, with each such installment vesting on each anniversary of the Grant Date. Each RSU grant to Messrs. Coleman and Noble and Ms. Bible will be made pursuant to and subject to the terms of the Company’s 2018 Incentive Plan.
| Executive Officer | Cash Value of the Restricted Stock Units Granted | |
|
Richard K. Coleman, Jr. Chief Executive Officer |
$74,000 | |
|
David J. Noble Chief Financial Officer |
$50,000 | |
|
Hannah Bible Chief Legal Officer |
$24,000 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STAR EQUITY HOLDINGS, INC. | ||
| By: | /s/ Richard K. Coleman, Jr. | |
|
Richard K. Coleman, Jr. Chief Executive Officer | ||
Date: August 1, 2023