DLH Holdings (NASDAQ: DLHC) sets new CEO pay and severance terms

Rhea-AI Filing Summary

DLH Holdings Corp. entered into a new employment agreement with CEO and President Zachary C. Parker, dated September 26, 2025 and effective October 1, 2025, with an initial term running through September 30, 2028 and automatic one-year renewals thereafter. Mr. Parker will continue as CEO, President and director, with a base salary of $750,000 per year and an annual bonus opportunity targeted at 100% of base salary, based on performance goals set by the board’s compensation committee.

During the term, he is eligible for long-term equity or performance awards, with the first incentive award targeting 250% of his base salary. If DLH terminates him without cause, or he resigns for good reason, he is entitled to 24 months of base salary, up to 18 months of continued health and welfare benefits, accrued but unpaid compensation, and accelerated vesting of time-based equity awards. In a qualifying change in control termination, severance increases to 250% of base salary plus similar benefits and full accelerated equity vesting, subject to tax-based limits. The agreement also includes ongoing confidentiality, non-solicitation and non-competition covenants.

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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):  September 26, 2025

DLH Holdings Corp.

(Exact name of Registrant as Specified in its Charter)

New Jersey

0-18492

22-1899798

(State or Other Jurisdiction of Incorporation

(Commission File Number)

(I.R.S. Employer Identification No.)

3565 Piedmont Road, NE, Building 3, Suite 700

Atlanta, GA 30305

(Address of Principal Executive Offices, and Zip Code)

(770) 554-3545

Registrant's telephone number, Including Area Code

(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
Common Stock			DLHC			Nasdaq			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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
						On September 26, 2025, DLH Holdings Corp. (“DLH” or the “Company”) entered into a new employment agreement with Zachary C. Parker, its Chief Executive Officer and President. The new employment agreement with Mr. Parker is dated September 26, 2025 and is effective as of October 1, 2025. The following is a summary of the terms of the new employment agreement with Mr. Parker, which summary is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Mr. Parker will continue to serve as the Chief Executive Officer and President of DLH and as a member of its board of directors. Under the employment agreement, Mr. Parker will initially receive a base salary of $750,000 per annum, subject to such increases as may be determined by the Management Resources and Compensation Committee of the board of directors (the “Committee”). In addition, Mr. Parker is eligible to receive an annual bonus targeted at 100% of base salary for each fiscal year of employment based on performance targets and other key objectives established by the Committee. During the term of the agreement, Mr. Parker shall be eligible to receive equity or performance awards pursuant to long-term incentive compensation plans as may be approved by the Committee. The actual grant date value of any such awards shall be determined in the discretion of the Committee or Board and any such awards shall include such vesting conditions and other terms and conditions as determined by the Committee or the Board; provided, that the first incentive award which may be granted during term of the agreement will have a target value of two hundred and fifty percent (250%) of his base salary. The employment agreement has an initial three-year term expiring September 30, 2028 and will continue thereafter for additional one-year renewal terms unless sooner terminated. In the event of the termination of Mr. Parker’s employment by us without “cause” or by him for “good reason”, as such terms are defined in the employment agreement, he would be entitled to: (a) a severance payment of 24 months of base salary; (b) continued participation in our health and welfare plans for up to 18 months; (c) all accrued but unpaid compensation; and (d) the accelerated vesting of equity compensation awards to the extent they are subject to time-based vesting conditions. If his employment is terminated because of death or disability, he or his beneficiary, as the case may be, will be paid his accrued compensation, a pro rata bonus for the year of termination, the accelerated vesting of outstanding equity compensation awards and in the case of disability, a severance payment of one year of base salary. Further, if within 180 days of a “change in control” (as defined in the new employment agreement) either Mr. Parker’s employment is terminated without cause or he terminates his employment for good reason, he would be entitled to: (a) a severance payment of 250% of base salary; (b) continued participation in our health and welfare plans for up to 18 months; (c) all accrued but unpaid compensation; and (d) the accelerated vesting of equity compensation awards held by him. 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, Mr. Parker is subject to customary confidentiality, non-solicitation of employees and non-competition obligations that survive the termination of such agreement.
Item 9.01						Financial Statements and Exhibits.
			(d)			Exhibits
			The following exhibit is attached to this Current Report on Form 8-K:
			Exhibit Number						Exhibit Title or Description
			10.1						Employment Agreement between Zachary C. Parker and DLH Holdings Corp
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Kathryn M. JohnBull

Name: Kathryn M. JohnBull

Title:   Chief Financial Officer

 Date: October 2, 2025

FAQ

What executive change did DLH Holdings (DLHC) disclose for its CEO?

DLH Holdings disclosed a new employment agreement with CEO and President Zachary C. Parker, effective October 1, 2025, under which he continues in his current leadership roles and board service.

What is Zachary Parker’s new base salary and bonus opportunity at DLH (DLHC)?

Under the new agreement, Mr. Parker’s initial base salary is $750,000 per year, and he is eligible for an annual bonus targeted at 100% of base salary, based on performance targets set by the compensation committee.

What long-term incentive awards can the DLH (DLHC) CEO receive under the new contract?

Mr. Parker is eligible for equity or performance awards under long-term incentive plans approved by the board. The first incentive award during the agreement’s term will have a target value of 250% of his base salary, with vesting and other terms determined by the board or its committee.

How long does Zachary Parker’s new employment agreement with DLH Holdings last?

The agreement has an initial three-year term expiring on September 30, 2028 and then continues in one-year renewal terms unless it is terminated earlier under its provisions.

What severance is Zachary Parker entitled to if terminated without cause at DLH (DLHC)?

If DLH terminates Mr. Parker without cause or he resigns for good reason, he is entitled to 24 months of base salary, up to 18 months of continued health and welfare plan participation, accrued but unpaid compensation, and accelerated vesting of his time-based equity awards.

How does a change in control affect the DLH CEO’s severance benefits?

If, within 180 days of a change in control, Mr. Parker is terminated without cause or resigns for good reason, he is entitled to a severance payment equal to 250% of base salary, up to 18 months of continued health and welfare benefits, accrued but unpaid compensation, and accelerated vesting of his equity awards, subject to limitations under Sections 280G and 4999 of the tax code.

What restrictive covenants apply to DLH (DLHC) CEO Zachary Parker under the new agreement?

The employment agreement subjects Mr. Parker to confidentiality, non-solicitation of employees, and non-competition obligations that continue to apply after the agreement terminates.