Star Equity Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
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Item 5. OTHER INFORMATION
None of the Company’s directors or executive officers adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) or Regulation S-K.
On November 13, 2025, Hudson Talent Solutions, LLC (“HTS”) and Jacob Zabkowicz, Global Chief Executive Officer for HTS, entered into an amended and restated executive employment agreement (the “Amended Employment Agreement”). Pursuant to the Amended Employment Agreement, the Company will employ Mr. Zabkowicz as the Global Chief Executive Officer of HTS until November 15, 2029, with automatic, annual extensions for additional one-year terms.
Under the Amended Employment Agreement: (i) Mr. Zabkowicz’s annual base salary was increased from $400,000 to $450,000, subject to increase (but not decrease) from time to time by the Compensation Committee of the Board of
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Directors of the Company (the “Compensation Committee”); (ii) in lieu of being eligible to receive a cash bonus of up to $400,000, contingent on achievement of certain pre-established performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Preferred Stock in the Company commencing with the fiscal year ending December 31, 2026, and Mr. Zabkowicz’s continued employment with the Company through the last day of the fiscal year (“EBITDA Bonus”); (iii) in lieu of being eligible to receive a cash bonus of up to $300,000, contingent on achievement of certain other pre-established performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Preferred Stock in the Company commencing with the fiscal year ending December 31, 2026, and Mr. Zabkowicz’s continued employment with the Company through the last day of the fiscal year (“Gross Profit Bonus”); (iv) Mr. Zabkowicz is eligible to participate in the HTS Management Incentive Plan; and (v) Mr. Zabkowicz is eligible for other benefits of employment comparable to other senior management of the Company. In lieu of receiving an award of restricted stock units (“RSUs”) to receive shares of the Company’s Stock with a grant date fair market value of $1,000,000, Mr. Zabkowicz shall receive a cash bonus of $333,000 and a grant of RSUs with a grant date fair market value of $667,000 and which shall vest 1/3 on the first anniversary of the date of the Amended Employment Agreement, 1/3 on the second anniversary of the date of the Amended Employment Agreement, and 1/3 on the third anniversary of the date of the Amended Employment Agreement. Additionally, the $333,000 cash bonus must be repaid by Mr. Zabkowicz in its entirety to the Company in the event Mr. Zabkowicz terminates his employment without Good Reason or the Company terminates Mr. Zabkowic’s employment for Cause prior to the first anniversary of the date of the Amended Employment Agreement, and 2/3 of the cash bonus must be repaid by Mr. Zabkowicz in the event of such a termination after the first anniversary and prior to or on the second anniversary, and 1/3 of the cash bonus must be repaid by Mr. Zabkowicz to the Company in the event of such a termination after the second anniversary and prior to or on the third anniversary of the date of the Amended Employment Agreement.
Under the Amended Employment Agreement, the Company has the right to terminate Mr. Zabkowicz’s employment at any time. If the Company terminates Mr. Zabkowicz’s employment without Cause or does not renew Mr. Zabkowicz’s employment, or if Mr. Zabkowicz terminates his employment for Good Reason, then Mr. Zabkowicz will be entitled to receive: (i) base salary and other compensation and benefits earned, but unpaid, through the date of such termination; and (ii) subject to Mr. Zabkowicz executing a general release and waiver agreement and covenant not to sue, (A) a pro-rata portion of the bonus payments for the fiscal year during which Mr. Zabkowicz’s termination occurs, (B) if the termination occurs prior to the third anniversary of the Effective Date of the Prior Agreement (as defined in the Amended Employment Agreement) certain RSUs which have not yet been granted under the Awards Plan or that remain unvested shall be deemed granted and fully vested, (C) a severance payment equal to Mr. Zabkowicz’s then-current annual base salary, payable over a period of twelve months, and (D) the Company’s portion of the premiums for providing continued health insurance benefits to Mr. Zabkowicz and his eligible dependents for a period of twelve months. If Mr. Zabkowicz dies or if the Company terminates Mr. Zabkowicz’s employment as a result of Mr. Zabkowicz’s disability prior to the third anniversary of the Effective Date of the Prior Agreement, then Mr. Zabkowicz or his estate will be entitled to receive certain benefits and compensation, including (i) vesting of certain unvested RSUs awarded under Section 4(e) of the Amended Employment Agreement and (ii) base salary and other compensation and benefits earned, but unpaid. If Mr. Zabkowicz is terminated for cause, or if Mr. Zabkowicz voluntarily terminates his employment with the Company other than for good reason, then the Company will have no further obligation to Mr. Zabkowicz, except to pay base salary and other compensation and benefits earned, but unpaid, through the date of Mr. Zabkowicz’s termination of employment.
In connection with entering into the Amended Employment Agreement, Mr. Zabkowicz also executed a Confidentiality, Non-Solicitation, Work Product Assignment Agreement and Mutual Agreement to Arbitrate Claims with the Company.
The foregoing description of the Amended Employment Agreement is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 10-Q.
On November 13, 2025, HTS adopted an unfunded management incentive plan for certain eligible persons (the “Management Incentive Plan”). The purpose of the Management Incentive Plan is to facilitate ability to attract and retain highly qualified employees and other service providers and align the interests of those individuals with the financial success of HTS. The Management Incentive Plan provides for additional incentive compensation to certain eligible persons upon a change of control of HTS or the eligible persons qualified termination based on the amount of vested interest the eligible person has in the Management Incentive Plan.
The foregoing description of the Management Incentive Plan is qualified in its entirety by reference to the full text of the Management Incentive Plan, a copy of which is filed as Exhibit 10.2 to this Form 10-Q.
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