Business Context and Reporting Period
Company: Star Equity Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 19, 2026
Reporting Period: The filing addresses executive compensation decisions made on March 19, 2026, regarding performance for the year ended December 31, 2025, and the establishment of incentive plans for the year ending December 31, 2026.
Key Financial Metrics
This filing does not report consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
- 2025 Performance-Based Awards (Approved March 19, 2026):
- Jeffrey E. Eberwein (CEO): $268,380 in Restricted Stock Units (RSUs).
- Richard K. Coleman, Jr. (COO): $90,000 cash bonus and $45,000 in RSUs.
- Matthew K. Diamond (CAO): $45,743 cash bonus and $53,021 in RSUs.
- Jacob Zabkowicz (HTS CEO): $150,000 cash bonus.
- 2026 Target Incentive Opportunities:
- Jeffrey E. Eberwein (CEO): $650,000 target RSU opportunity.
- Richard K. Coleman, Jr. (COO): $225,000 target cash and $112,500 target RSU.
- Matthew K. Diamond (CAO): $105,000 target cash and $60,000 target RSU.
- Jacob Zabkowicz (HTS CEO): $500,000 target cash and 30,000 preferred shares.
Material Changes
The filing details the modification of the 2025 Incentive Compensation Program to finalize payouts based on 2025 performance results. Additionally, the Compensation Committee adopted new plans for 2026, including the 2026 Executive Incentive Compensation Plan and the 2026 Long-Term Incentive Program (LTIP) covering the period from January 1, 2026, to December 31, 2028.
Guidance, Outlook, and Risks
Performance Metrics for 2026 Payouts:
- Corporate Objectives: Operating company adjusted EBITDA, corporate cost targets, investment division adjusted EBITDA, and qualitative objectives (expansion, financing structures, operational support).
- HTS Specific Objectives: HTS adjusted EBITDA and HTS gross profit.
- Long-Term Incentives (2026 LTIP): Based on increases in adjusted common shareholders' equity book value over a three-year period.
Risks and Contingencies: The filing does not disclose specific financial risks or contingencies beyond the standard condition that incentive payouts are contingent upon achieving specified performance targets.
Investor Verification Checklist
- Verify the vesting terms and conditions for the RSU grants awarded to Mr. Eberwein, Mr. Coleman, and Mr. Diamond.
- Confirm the specific EBITDA and gross profit thresholds required for 2026 payouts, which are not detailed in this summary.
- Review the impact of the 2026 LTIP on future dilution and adjusted common shareholders' equity book value targets.
- Check the Company's Form 10-Q filed on November 14, 2025, for prior disclosures regarding Mr. Zabkowicz's compensation structure.