DLH sets Parker exit terms, $750K RSUs for consulting
Rhea-AI Filing Summary
DLH Holdings Corp. (DLHC) detailed final arrangements related to the previously announced resignation of Zachary C. Parker as President and Chief Executive Officer effective June 30, 2026. His employment and officer roles ended on that date, but he will remain on the board as a non-employee director for the rest of his current term with standard director cash and equity compensation.
Under a Separation Agreement, Mr. Parker receives accrued compensation, up to 18 months of COBRA continuation benefits, and continued eligibility for certain existing stock options and unvested time-based restricted stock units while his consulting relationship continues or if it is terminated without cause. DLH entered into an Advisory Services Agreement under which an entity controlled by Mr. Parker provides transition services from July 1 through September 30, 2026 for a cash fee of $187,550, and a Consulting Services Agreement under which Mr. Parker serves as an independent contractor from October 1, 2026 through September 30, 2027. For the consulting role, he is granted 142,857 restricted stock units valued at $750,000 and 19,047 performance-based restricted stock units valued at $100,000, with time-based vesting in two installments and additional vesting and cash payment features tied to performance, termination without cause, change in control, and a $5.25 reference stock price.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Advisory cash fee: $187,550
COBRA continuation benefits period: 18 months
Restricted stock units (RSUs): 142,857 RSUs valued at $750,000
+3 more
6 metrics
Advisory cash fee
$187,550
Aggregate fee to Z Parker Enterprises LLC for transition advisory services July 1–September 30, 2026
COBRA continuation benefits period
18 months
Maximum COBRA continuation benefits for Mr. Parker under the Separation Agreement
Restricted stock units (RSUs)
142,857 RSUs valued at $750,000
Equity granted to Mr. Parker for consulting services based on DLH common stock as of June 30, 2026
Performance-based RSUs (PSUs)
19,047 PSUs valued at $100,000
Performance-based equity granted to Mr. Parker under the Consulting Services Agreement
RSU reference stock price
$5.25
Reference price used to calculate additional cash payments if closing price is lower on RSU vesting dates
Consulting term
October 1, 2026 to September 30, 2027
Initial term of Mr. Parker’s Consulting Services Agreement as an independent contractor
Key Terms
COBRA continuation benefits, Restricted Stock Units, performance-based restricted stock units, change in control, +2 more
6 terms
COBRA continuation benefits financial
"Under the Separation Agreement, Mr. Parker will be entitled to receive... COBRA continuation benefits for up to 18 months"
Restricted Stock Units financial
"the unvested time-based Restricted Stock Units held by Mr. Parker as of the effective date"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"19,047 performance-based restricted stock units valued at $100,000 based on the Company’s common stock"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
change in control financial
"accelerated vesting of unvested RSUs in the event the Consulting Agreement is terminated without cause or in connection with a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
general release of claims regulatory
"Mr. Parker provided the Company and certain related parties with a general release of claims"
independent contractor regulatory
"Mr. Parker is engaged as an independent contractor and not as an employee of the Company"
FAQ
What executive transition did DLHC disclose in this 8-K?
DLH Holdings Corp. reported that Zachary C. Parker’s employment as President and Chief Executive Officer ended effective June 30, 2026. He will continue to serve as a non-employee member of the board of directors for the remainder of his current term with standard director compensation.
What cash compensation will Zachary Parker receive under the Advisory Services Agreement with DLHC?
Under the Advisory Services Agreement, DLH agreed to pay Z Parker Enterprises LLC an aggregate cash fee of $187,550, payable in three equal monthly installments during the term from July 1, 2026 through September 30, 2026, in exchange for transition advisory services personally performed by Mr. Parker.
What equity awards does DLHC grant to Zachary Parker under the Consulting Services Agreement?
For consulting services from October 1, 2026 through September 30, 2027, DLH grants Mr. Parker 142,857 RSUs valued at $750,000 and 19,047 PSUs valued at $100,000, each based on DLH common stock as of June 30, 2026 under the 2025 Equity Incentive Plan.
How do the restricted stock units for Zachary Parker vest according to DLHC’s filing?
The 142,857 RSUs vest in two equal installments on October 1, 2026 and September 30, 2027. The 19,047 PSUs vest only upon satisfaction of a performance goal described in the Consulting Services Agreement, with additional accelerated vesting provisions if terminated without cause or upon a change in control.
What stock price protection feature is included in Zachary Parker’s RSU awards from DLHC?
If DLH’s closing stock price on either RSU vesting date is below $5.25, DLH must pay Mr. Parker cash equal to the difference between $5.25 and the closing price on that vesting date, multiplied by the number of shares vesting, in addition to delivering the underlying shares.
What benefits does Zachary Parker receive under DLHC’s Separation Agreement?
Under the Separation Agreement, Mr. Parker receives accrued compensation, up to 18 months of COBRA continuation benefits, continued exercisability of a 2017 employee stock option, and continued vesting eligibility for unvested time-based RSUs while the Consulting Agreement remains in effect or if terminated without cause.
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