DLH Holdings (NASDAQ: DLHC) details CEO succession and CFO promotion
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
DLH Holdings Corp. announced a planned leadership transition, with long‑time President and CEO Zachary Parker retiring from the executive role effective June 30, 2026, while remaining on the board and serving as an advisor and later consultant.
The board appointed current Chief Financial Officer and Treasurer Kathryn M. JohnBull as President, CEO, and director effective July 1, 2026. Her new employment agreement provides a $600,000 annual base salary, a target bonus equal to 100% of base salary tied to profitability, revenue and operational goals, and restricted stock units with a grant date value of 75% of base salary that vest after three years.
On July 1, 2026, Steven V. Oroho, Jr. becomes Chief Financial Officer and Treasurer, with an annual base salary of $340,000, eligibility for a bonus up to 70% of base salary, and $200,000 in restricted stock units vesting after three years. Both JohnBull and Oroho receive severance protections for terminations without cause or for good reason, including salary-based severance, continued benefits, pro rata bonus eligibility, and, in certain cases, accelerated vesting of equity awards, with additional protections tied to defined change‑in‑control events.
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Insights
DLH discloses a planned CEO succession with internal promotions and structured severance terms.
DLH Holdings outlines an orderly transition as long‑time CEO Zachary Parker retires from management but stays on the board and in advisory roles. Elevating CFO Kathryn JohnBull to CEO and promoting internal finance talent to CFO suggest continuity in strategy and financial oversight.
Both executives receive market‑style incentive structures: base salaries, performance‑linked bonuses, and multi‑year vesting restricted stock units under the 2025 Equity Incentive Plan. Their severance and change‑in‑control protections, including salary multiples, benefit continuation, and accelerated vesting, are subject to U.S. tax limits on excess parachute payments.
The filing is primarily governance‑focused rather than financial, but it clarifies leadership responsibilities and compensation alignment. Subsequent SEC reports and earnings filings will show how the new team executes on growth, acquisition, and operational priorities referenced in the accompanying press release.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO base salary: $600,000 per year
CEO target bonus: 100% of base salary
CEO RSU grant value: 75% of base salary
+5 more
8 metrics
CEO base salary
$600,000 per year
Base salary for Kathryn M. JohnBull as President and CEO
CEO target bonus
100% of base salary
Incentive bonus target for Kathryn M. JohnBull
CEO RSU grant value
75% of base salary
Restricted stock units grant date value for JohnBull
CEO severance multiple
2x base salary
Severance on termination without cause or for good reason
CEO health benefits continuation
Up to 18 months
Health and welfare plan participation after qualifying termination
CFO base salary
$340,000 per year
Base salary for Steven V. Oroho, Jr. as CFO and Treasurer
CFO bonus opportunity
Up to 70% of base salary
Incentive bonus eligibility for Steven V. Oroho, Jr.
CFO RSU grant
$200,000
Grant date value of restricted stock units for Oroho
Key Terms
restricted stock units, good reason, change in control, severance payment, +2 more
6 terms
restricted stock units financial
"the Company also approved the grant to Ms. JohnBull of restricted stock units with a grant date value of 75% of her initial base salary"
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.
good reason financial
"in the event of the termination of Ms. JohnBull’s employment by us without “cause” or by her for “good reason”"
change in control financial
"if within 180 days of a “change in control” ... either Ms. JohnBull’s employment is terminated without cause, or she terminates her employment for good reason"
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.
severance payment financial
"These termination payments and benefits include the following: (a) a severance payment of 12 months of base salary"
excess parachute payment financial
"if such payments would constitute an “excess parachute payment” as defined in Section 280G of the Code"
Equity Incentive Plan financial
"Such restricted stock units were granted under the Company's 2025 Equity Incentive Plan, as amended (the "2025 Plan")"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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): June 29, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(770 ) 554-3545
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| Capital Market | |||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On June 29, 2026, Zachary C. Parker notified DLH Holdings Corp. (the “Company”) of his decision to resign as President and Chief Executive Officer of the Company effective June 30, 2026. Mr. Parker will continue to serve on the Company’s board of directors (the “Board”) as a non-employee director and beginning July 1, 2026, will receive compensation for service on the Board in accordance with the Company’s policy for compensation for its non-employee directors.
Further, on June 29, 2026, the Board appointed Kathryn M. JohnBull, the Company’s Chief Financial Officer and Treasurer, to the position of President and Chief Executive Officer of the Company, effective July 1, 2026. The Board also appointed Ms. JohnBull as a director of the Company effective on July 1, 2026. In connection with her appointment as the Company’s President and Chief Executive Officer, Ms. JohnBull’s last day as the Company’s Chief Financial Officer and Treasurer was June 30, 2026.
In connection with Ms. JohnBull’s transition into her new role, the Company also announced the appointment of Steven V. Oroho, Jr. as Chief Financial Officer and Treasurer of the Company, effective July 1, 2026. Prior to his appointment as Chief Financial Officer, Mr. Oroho served as the Company’s Senior Vice President, Finance and Accounting.
The Company expects to enter into a separation agreement with Mr. Parker, the terms of which will be reported as soon as practicable in a subsequent Current Report on Form 8-K. Among other matters, it is anticipated that the separation agreement will provide that the Company will enter into an advisory agreement and a separate consulting agreement with Mr. Parker pursuant to which he will initially provide transition and support services to the Company until the end of its 2026 fiscal year in order to support a smooth and efficient transition to the Company’s new leadership team. In addition, it is expected that under the separate consulting agreement, commencing with the Company’s 2027 fiscal year, Mr. Parker will provide consulting services to the Company’s management team on various operational and strategic matters, including business development initiatives, and other assignments as requested by the Chairman of the Board or the chief executive officer.
Summary of JohnBull Employment Agreement
In connection with her appointment as the Company’s President and Chief Executive Officer, on June 30, 2026, the Company entered into a new employment agreement with Ms. JohnBull (the “Employment Agreement”). Under the terms of her Employment Agreement, Ms. JohnBull will receive a base salary at the rate of $600,000 per year and an incentive bonus target, which is based upon achievement of Company profitability, revenue, and other operational goals, of 100% of her base salary. In addition, the Company also approved the grant to Ms. JohnBull of restricted stock units with a grant date value of 75% of her initial base salary. Such restricted stock units were granted under the Company's 2025 Equity Incentive Plan, as amended (the "2025 Plan") and will vest on the third anniversary of the grant date, provided she continues to serve as an employee of the Company until such time.
Under this Employment Agreement, in the event of the termination of Ms. JohnBull’s employment by us without “cause” or by her for “good reason”, as such terms are defined in the Employment Agreement, she would be entitled to: (a) a severance payment equal to two times her base salary; (b) continued participation in our health and welfare plans for up to 18 months; (c) a pro rata bonus, and (d) all accrued but unpaid compensation. The new Employment Agreement also provides that in the event of the termination of her employment with the Company in certain circumstances, including a termination by the Company without cause or by her for good reason, each unexpired option presently outstanding and held by her, shall immediately vest and be exercisable in full and the exercise period during which she may exercise all such options shall be extended to the duration of their original term; and that any other equity incentive awards held by her shall be governed by the terms of the applicable award agreements and the 2025 Plan, except that unvested restricted stock units granted under the new Employment Agreement will provide for accelerated vesting in such circumstances. If her Employment Agreement is terminated because of death or disability, Ms. JohnBull or her beneficiary, as the case may be, will be paid her accrued compensation, a pro rata bonus for the year of termination, and in the case of disability, a severance payment of one year of base salary.
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Further, under her Employment Agreement, if within 180 days of a “change in control” (as defined in the new Employment Agreement) either Ms. JohnBull’s employment is terminated without cause, or she terminates her employment for good reason, the Company shall pay and/or provide to her substantially the same compensation and benefits as if her termination was without cause or for good reason, including the accelerated vesting of the restricted stock units granted under the Employment Agreement. Such benefits remain subject to limitation to avoid the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) if such payments would constitute an “excess parachute payment” as defined in Section 280G of the Code. Pursuant to the employment agreement, Ms. JohnBull remains subject to customary confidentiality, non-solicitation of employees and non-competition obligations that survive the termination of such agreement.
The foregoing summary of Ms. JohnBull’s Employment Agreement with the Company does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference.
Summary of Oroho Employment Arrangements
In connection with the Company’s appointment of Mr. Oroho as its Chief Financial Officer and Treasurer, on June 30, 2026, the Company entered into an at-will employment offer letter (the “Employment Letter”) and a Change in Control, Severance and Covenant Agreement (the “Severance Agreement”) with Mr. Oroho, pursuant to which he will serve as the Chief Financial Officer and Treasurer of the Company.
Under the Employment Letter, the Company agreed to pay Mr. Oroho an annual base salary at the rate of $340,000 per year. In addition, he will be eligible to receive an incentive bonus of up to 70% of his annual base salary. In addition, the Company also approved the grant to Mr. Oroho of restricted stock units with a grant date value of $200,000. Such restricted stock units were granted under the 2025 Plan and will vest on the third anniversary of the grant date, provided he continues to serve as an employee of the Company until such time.
Under the Severance Agreement, the Company agreed to provide Mr. Oroho with certain post-termination payments and benefits if his employment is terminated by us without “cause” or by him for “good reason”, as those terms are defined in the Severance Agreement. These termination payments and benefits include the following: (a) a severance payment of 12 months of base salary; (b) continued participation in our health and welfare plans for a period not to exceed 12 months from the termination date; (c) a pro rata bonus; and (d) all compensation accrued but not paid as of the termination date. Further, the Severance Agreement provides that if his employment is terminated in connection with a change in control, subject to the limitation to avoid the imposition of the excise tax imposed under the Internal Revenue Code, he would be eligible to receive a payment of base salary for a period of twelve months in addition to any accrued compensation, a pro rata bonus, and the continuation benefits. The Severance Agreement also provides that in the event of the termination of his employment with the Company other than for cause, any option awards held by him as of the date of such termination, to the extent vested, shall remain exercisable in accordance with the Company’s equity compensation plans and that any other equity incentive awards held by him shall be governed by the terms of the applicable award agreements and the 2025 Plan; except that unvested restricted stock units granted under the Employment Letter will provide for accelerated vesting in such circumstances. In addition, Mr. Oroho is subject to customary confidentiality, non-solicitation, and non-competition obligations that survive the termination of his employment.
The foregoing summaries of Mr. Oroho’s Employment Letter and Severance Agreement with the Company do not purport to be complete and are subject to, and qualified in its entirety by, the full text of such agreements, which are filed as Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and incorporated into this report by reference.
Other Information
Ms. JohnBull, 67, joined the Company in June 2012 as Chief Financial Officer and Treasurer. Prior to joining the Company, she served as a senior financial executive with QinetiQ North America, from January 2008 to June 2012, serving in both corporate and operating group roles, including as Senior Vice President-Finance for its overall operations. From August 2002 to December 2007, Ms. JohnBull served as Operations Segment Chief Financial
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Officer for Maximus, Inc. Ms. JohnBull has been a certified public accountant and from 1985 to 1988 was with Arthur Andersen & Company as a tax manager and staff member. Ms. JohnBull received a Bachelor of Business Administration, summa cum laude, from the University of Tulsa.
Mr. Oroho, 43, previously served as the Company’s Senior Vice President, Finance & Accounting. He initially joined the Company in December 2018 as Corporate Controller. Prior to joining DLH, Mr. Oroho held leadership positions at government services provider Alion Science & Technology, now part of HII, and PricewaterhouseCoopers LLP after beginning his professional career with Lockheed Martin Corporation. Mr. Oroho is a U.S. Army Veteran, having served as a Military Intelligence Non-Commissioned Officer in support of Operation Enduring Freedom. He holds a bachelor’s degree in accounting from Saint Bonaventure University, a Master of Business Administration from Rutgers University, and is a Certified Public Accountant.
There are no family relationships between Ms. JohnBull or Mr. Oroho and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Ms. JohnBull or Mr. Oroho or any of their immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.
On June 30, 2026, the Company issued a press release announcing the matters described above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. | ||||
A copy of the press release issued by the Company announcing the matters described in Item 5.02 of this Current Report on Form 8-K is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
The following exhibits are attached to this Current Report on Form 8-K:
| Exhibit Number | Exhibit Title or Description | |||||||
10.1 | Employment Agreement dated June 30, 2026, between the Company and Kathryn M. JohnBull | |||||||
10.2 | Employment Letter dated June 30, 2026, between the Company and Steven Oroho | |||||||
10.3 | Change in Control, Severance and Covenant Agreement dated June 30, 2026, between the Company and Steven Oroho | |||||||
99.1 | Press Release dated June 30, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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SIGNATURE
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.
| DLH Holdings Corp. | ||||||||
| By: /s/ Steven V. Oroho, Jr. | ||||||||
| Name: Steven V. Oroho, Jr. | ||||||||
| Title: Chief Financial Officer | ||||||||
| Date: July 6, 2026 | ||||||||
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Exhibit 99.1
DLH Announces Leadership Transition
Zach Parker to Retire; Kathryn JohnBull Appointed CEO; Steve Oroho Appointed CFO
June 30, 2026
ATLANTA, June 30, 2026 – DLH Holdings Corp. (NASDAQ: DLHC) (“DLH” or the “Company”), a leading provider of digital transformation and cybersecurity, systems engineering and integration, and science research and development solutions to federal agencies, today announced the following leadership changes:
•Zach Parker will retire from the role of Chief Executive Officer
•The Board has appointed Kathryn JohnBull as CEO
•The Board has appointed Steve Oroho as Chief Financial Officer
Zach Parker
Zach Parker will retire as DLH’s Chief Executive Officer and President effective at the close of business on June 30, 2026. To support a smooth leadership transition, Mr. Parker will remain with the Company as an advisor to the Board and incoming CEO through the end of the current fiscal year. He will continue to serve as a member of the Board and beginning in fiscal 2027 will serve as a consultant to the Company in support of certain strategic growth pursuits.
“Sixteen years ago, Zach Parker became the CEO of a $35 million revenue company that was insignificant to the Government Services industry,” said Chairman of the Board Rick Wasserman. “He built a team, and together, they built that organization into the DLH of today. His accomplishments have been exemplary in shaping the Company’s success and creating significant value for our shareholders and career opportunities for our employees. We are grateful for his leadership and pleased that the Company will continue to benefit from his deep industry knowledge, strategic perspective, and longstanding relationships through his continued service on the Board. We are also appreciative that the team he built is uniquely qualified and well positioned to lead us into the future. We wish Zach a long and enjoyable retirement and much happiness in the future.”
"I am proud of what our team has accomplished and excited about DLH's future," said Mr. Parker. "After 16 years as CEO, I believe this planned transition represents the right next step for the Company and for me personally. Kathryn has been a close partner, and I have great confidence in her ability to lead the Company through its next chapter. I look forward to supporting Kathryn, the leadership team, and the Board as we continue working to create sustainable long-term value for our shareholders."
Kathryn JohnBull
Kathryn JohnBull has been appointed as DLH’s Chief Executive Officer and President upon Mr. Parker’s retirement. Ms. JohnBull brings deep public-company leadership experience, financial discipline, and a thorough understanding of the government services market to her new role. She joined DLH as Chief Financial Officer in 2012, and has been central to the Company’s growth, acquisition strategy, capital markets activities, financial operations, and investor engagement.
“Kathryn is exceptionally well prepared to lead DLH at this important moment in the Company’s evolution,” Mr. Wasserman continued. “During her 14 years with us, she has demonstrated a strong combination of leadership skills, financial acumen, operating discipline, customer understanding, and public-company experience. This promotion is well earned, and the Board is confident that Kathryn and her leadership team are well positioned to advance the Company’s strategy and compete for new business opportunities, which create value for our shareholders.”
“I am honored to lead DLH as we enter the next stage of our corporate journey,” said Ms. JohnBull. “Our company has been built by talented people, highly valued customer relationships, and an unwavering commitment to supporting critical government missions. As we look ahead, our focus will be clear: executing with discipline and excellence, delivering exceptional value for our customers, and investing in and empowering our employees. By embracing innovation and strengthening the capabilities that differentiate DLH, we will continue building a company where our employees will grow, our customers will be well served, and our business will thrive.”
Steve Oroho
Steve Oroho has been appointed as DLH’s Chief Financial Officer and Treasurer upon Ms. JohnBull’s appointment as CEO. Mr. Oroho joined DLH in 2018 and has served as Senior Vice President, Finance & Accounting. In that role, he has played an important part in the Company’s financial reporting, strategic planning, accounting, treasury, and business operations support. As Chief Financial Officer, Mr. Oroho will lead DLH’s finance organization, including accounting, financial planning and analysis, treasury, tax, investor relations, and related financial operations.
“Steve has been an important member of DLH’s finance leadership team and brings deep knowledge of the Company’s operations, financial systems, and strategic priorities,” said Ms. JohnBull. “His experience, judgment, and commitment to disciplined execution will serve DLH well as we continue to advance our strategic and financial objectives.”
“I am grateful for the opportunity to serve as DLH’s Chief Financial Officer,” said Mr. Oroho. “I look forward to continuing to work closely with Kathryn, the Board, and our leadership team to support our customers, strengthen our operating performance, and create sustainable value for our shareholders.”
About DLH:
DLH (NASDAQ: DLHC) enhances technology, public health, and cyber security readiness missions through science, technology, cyber, and engineering solutions and services. Our experts solve some of the most complex and critical missions faced by federal customers, leveraging digital transformation, artificial intelligence, advanced analytics, cloud-based applications, telehealth systems, and more. With a world-class workforce dedicated to the idea that “Your Mission is Our Passion,” DLH brings a unique combination of government sector experience, proven methodology, and unwavering commitment to innovative solutions to improve the lives of millions. For more information, visit www.DLHcorp.com.
Contact Information:
Investor Relations
Chris Witty
(646) 438-9385
cwitty@darrowir.com
Chris Witty
(646) 438-9385
cwitty@darrowir.com
Media
communications@dlhcorp.com
communications@dlhcorp.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or DLH`s future financial performance. Any statements that refer to expectations, projections or other characterizations of future events or circumstances or that are not statements of historical fact (including without limitation statements to the effect that the Company or its management “believes”, “expects”, “anticipates”, “plans”, “intends” and similar expressions) should be considered forward-looking statements that involve risks and uncertainties which could cause actual events or DLH’s actual results to differ materially from those indicated by the forward-looking statements. Forward-looking statements in this release include, among others, statements regarding the anticipated use of proceeds. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Our actual results may differ materially from such forward-looking statements due to a variety of factors, including: the failure to achieve the anticipated benefits of any future acquisition (including anticipated future financial operating performance and results); the inability to retain employees and customers; contract awards in connection with re-competes for present business and/or competition for new business; our ability to manage our debt obligations; compliance with bank financial and other covenants; changes in client budgetary priorities; government contract procurement (such as bid and award protests, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns; legislation that amends or changes discretionary spending levels or budget priorities; legal, regulatory, and political changes from the federal government that could result in economic uncertainty; the impact of inflation and higher interest rates; and other risks described in our SEC filings. For a discussion of such risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s periodic reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as well as interim quarterly filings thereafter. The forward-looking statements contained herein are not historical facts, but rather based on current expectations, estimates, assumptions and projections about our industry and business.
Such forward-looking statements are made as of the date hereof and may become outdated over time. The Company does not assume any responsibility for updating forward-looking statements.
FAQ
What leadership changes did DLH Holdings Corp. (DLHC) announce in this 8-K?
DLH announced that Zachary Parker will retire as President and CEO effective June 30, 2026. Kathryn JohnBull becomes President, CEO, and director on July 1, 2026, while Steven Oroho is promoted to Chief Financial Officer and Treasurer effective the same date.
What are the key compensation terms for new DLH (DLHC) CEO Kathryn JohnBull?
Kathryn JohnBull will receive a $600,000 base salary and a target annual bonus equal to 100% of base salary based on profitability, revenue, and operational goals. She also receives restricted stock units valued at 75% of base salary, vesting on the third anniversary of the grant.
What severance protections does DLH (DLHC) provide to CEO Kathryn JohnBull?
If DLH terminates JohnBull without cause or she resigns for good reason, she is entitled to a severance payment equal to two times base salary, up to 18 months of continued health and welfare benefits, a pro rata bonus, accrued compensation, and accelerated vesting of specified equity awards.
How is new DLH (DLHC) CFO Steven Oroho compensated under his agreements?
Steven Oroho’s offer provides a $340,000 annual base salary and eligibility for an incentive bonus of up to 70% of base salary. He also receives restricted stock units with a grant date value of $200,000, vesting on the third anniversary of the grant date if still employed.
What severance and change-in-control benefits does DLH (DLHC) give CFO Steven Oroho?
If terminated without cause or for good reason, Oroho is eligible for 12 months of base salary, up to 12 months of health and welfare benefits, a pro rata bonus, and accrued compensation. In a change in control, he can receive similar benefits plus an additional 12 months of base salary, subject to tax limitations.
How does a change in control affect DLH (DLHC) CEO Kathryn JohnBull’s benefits?
If a change in control occurs and her employment ends within 180 days without cause or for good reason, she receives substantially the same compensation and benefits as for a non‑cause termination, including accelerated vesting of the restricted stock units granted under her Employment Agreement, subject to limits on excess parachute payments.