The LGL Group Inc.

01/22/2026 | Press release | Distributed by Public on 01/22/2026 15:42

Management Change/Compensation (Form 8-K)

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 16, 2026, the Board of Directors (the "Board") of The LGL Group, Inc. (the "Company"), upon recommendation of the Compensation Committee on December 19, 2025, approved changes to the compensation arrangements for Marc Gabelli, the Company's Executive Chairman of the Board.
The material terms of Mr. Gabelli's compensation arrangements are summarized below:
(i)
an annual base salary of $250,000, effective January 1, 2026, allocated equally among his roles at the Company, including as Executive Chairman, and subject to annual review by the Board;
(ii)
a grant of stock options to purchase 100,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") under the Company's 2021 Incentive Plan (the "Plan"), with the following vesting schedule:
(a)
sixty percent (60%) vesting immediately upon grant;
(b)
twenty percent (20%) vesting on the first anniversary of the grant date; and
(c)
twenty percent (20%) vesting on the second anniversary of the grant date (the "100,000 Option Grant");
(iii)
eligibility to participate in the Company's benefit plans and perquisites generally available to its executive officers.
Also on January 16, 2026, the Board of the Company, upon recommendation of the Compensation Committee, approved a one-time equity award to Mr. Gabelli as summarized below:
(i)
a grant of stock options to purchase 50,000 shares of Common Stock under the Plan, vesting immediately (the "50,000 Option Grant");
(ii)
a grant of 50,000 shares of restricted Common Stock under the Plan, with the following vesting schedule:
(a)
one-third (1/3) vesting immediately upon grant;
(b)
one-third (1/3) vesting on the first anniversary of the grant date; and
(c)
one-third (1/3) vesting on the second anniversary of the grant date; and
The 100,000 Option Grant is subject to Mr. Gabelli's continued service to the Company on each applicable vesting date, has an exercise price equal to the fair market value of the Common Stock on the date of grant, and a contractual term of five (5) years from the grant date. The 50,000 Option Grant has an exercise price equal to 120% of the fair market value of the Common Stock on the date of grant and a contractual term of five (5) years from the grant date.
The foregoing description is qualified in its entirety by the terms of the applicable award agreements and the Plan.
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