Star Equity Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$STRR
Professional Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2025
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| Item 5.02(e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On December 31, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Star Equity Holdings, Inc., formerly known as Hudson Global, Inc. (the “Company” or "Issuer") approved a new executive employment agreement effective January 1, 2026 (the “Employment Agreement), which replaces the executive employment agreement, dated as of March 31, 2022 between Star Operating Companies, Inc., a wholly owned subsidiary of the Company (the “Prior Employment Agreement”), and Richard K. Coleman, Jr., the Company’s Chief Operating Officer. Pursuant to the Employment Agreement, the Company will continue to employ Mr. Coleman as the President and Chief Operating Officer of the Company until December 31, 2026, with automatic, annual extensions for additional one-year terms.
The principle compensation components of the Employment Agreement are: (i) Mr. Coleman’s annual base salary will be in the amount of $450,000, subject to increase (but not decrease) from time to time by the Compensation Committee; (ii) Mr. Coleman will be eligible for a discretionary bonus as may be determined by the Compensation Committee and/or the Board from time to time; (iii) contingent on achievement of pre-established performance goals, as determined by the Board, and on Executive’s continued employment with the Company, Mr. Coleman shall also be eligible for restricted stock units as a bonus, such equity, if any, shall vest 1/3 on the first anniversary of the date such bonus is granted (the “Bonus Date”), 1/3 on the second anniversary of the Bonus Date, and 1/3 on the third anniversary of the date of the Bonus Date; (iv) no inclusion of the obligation of the Company to provide any additional term of employment or severance payment in the event of a Change in Control; and (v) Mr. Coleman is eligible for other benefits of employment comparable to other senior management of the Company.
In addition, under the Amended Employment Agreement, the Company has the right to terminate Mr. Coleman’s employment at any time. If the Company terminates Mr. Coleman’s employment with or without Cause (as defined in the Employment Agreement), or does not renew Mr. Coleman’s employment, or if Mr. Coleman dies or if the Company terminates Mr. Coleman’s employment as a result of Mr. Coleman’s disability, or if Mr. Coleman terminates his employment, then Mr. Coleman or his estate will be entitled to receive, in certain cases subject to Mr. Coleman executing a general release and waiver agreement and covenant not to sue, that portion of his base salary and other compensation, including restricted stock units, and benefits (including, but not limited to, amounts properly submitted for reimbursement and accrued but unused vacation) earned, but unpaid through the date of termination.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
EXHIBIT INDEX
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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. (Registrant) | ||||||||
| By: | /s/ MATTHEW K. DIAMOND | |||||||
| Matthew K. Diamond | ||||||||
| Chief Accounting Officer | ||||||||
| Dated: | January 5, 2026 | |||||||
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