Business Context and Reporting Period
This Form 8-K Current Report, dated February 25, 2026, pertains to Manhattan Associates, Inc. (Nasdaq: MANH). The filing discloses a significant executive leadership transition within the finance department, specifically the retirement of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
- Outgoing CFO Base Salary: $512,000 annually (to be paid through the advisory period).
- Outgoing CFO Target Bonus: 77% of the first quarter 2026 salary.
- Outgoing CFO Unvested RSUs: 49,989 units as of February 26, 2026 (excluding performance-based units).
- Outgoing CFO Performance RSUs: Target of 13,668 units at 100% performance.
Material Changes
The primary material change is the departure of Dennis B. Story, who served as Executive Vice President, Chief Financial Officer, and Treasurer since March 2006. He will retire effective March 31, 2026. He will remain with the company as an Advisor to the CEO through December 31, 2026.
Linda C. Pinne has been elected to succeed Mr. Story as Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer, effective March 31, 2026. Ms. Pinne has been with the company for over 20 years, serving as Senior Vice President, Global Corporate Controller, and Chief Accounting Officer since January 2016.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors determined that Ms. Pinne's existing at-will executive employment agreement will continue to govern her terms, with future compensation changes to be determined by the Board or Compensation Committee.
Compensation Contingencies:
- Mr. Story is eligible for his Q1 2026 performance cash bonus but not for subsequent bonuses.
- Unvested RSUs will continue to vest during the advisory period and fully vest on the retirement date (with performance-based units vesting in Q1 2027).
- COBRA insurance premiums will be paid by the company for 12 months following the retirement date.
- Termination for "cause," death, or disability alters the vesting and compensation schedule as detailed in the Retirement Agreement.
Risks: The filing notes that the summary of agreements is qualified by the full text of the exhibits. The transition relies on the successful handover of responsibilities during the advisory period.
Investor Verification Checklist
- Verify the exact vesting schedule and performance metrics for the 13,668 performance-based RSUs mentioned for Mr. Story.
- Review the full text of the Retirement and Advisory Agreement (Exhibit 10.1) for specific definitions of "cause" and termination conditions.
- Monitor future filings for any changes to Ms. Pinne's compensation package following her promotion.
- Confirm the timeline for the transition of financial reporting responsibilities between March 31, 2026, and December 31, 2026.