TechTarget (NASDAQ: TTGT) adopts GAP and 2026 STIP tying executive pay to growth

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TechTarget, Inc. has adopted two new cash-based incentive programs for senior leaders: an Executive Incentive Growth Acceleration Plan (GAP) covering 2026–2028 and a 2026 Executive Short-Term Incentive Plan (STIP). Both plans tie payouts to financial performance metrics such as revenue, earnings and operating profit.

Under the GAP, executives receive a synthetic share award sized as a percentage of base salary, with 60% linked to TechTarget’s stock price and 40% to Informa PLC’s stock price. Payouts depend on meeting compound annual revenue growth and operating margin targets, with earned amounts banked separately each year.

The 2026 STIP pays annual cash bonuses based mainly on revenue and operating profit. For most executives, 80% of the bonus is tied to revenue and 20% to operating profit, with increasing payouts for performance above 100% of target, subject to caps. The CEO’s payouts are capped at a lower multiple than for other executives.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

GAP stock mix: 60% TTGT, 40% Informa PLC GAP performance period: 2026–2028 GAP price floor: 50% +5 more

8 metrics

GAP stock mix <percent>60%</percent> TTGT, <percent>40%</percent> Informa PLC Portion of synthetic shares linked to each stock price

GAP performance period 2026–2028 Multi-year period for Executive Incentive Growth Acceleration Plan

GAP price floor <percent>50%</percent> Minimum stock price level vs. grant-date price for payout calculation

GAP price ceiling <percent>200%</percent> Maximum stock price level vs. grant-date price for payout calculation

STIP metric weighting <percent>80%</percent> revenue, <percent>20%</percent> operating profit 2026 STIP weightings for Covered Executives

Non-CEO revenue component cap <percent>300%</percent> Maximum payout multiple of revenue target component under 2026 STIP

Non-CEO profit component cap <percent>150%</percent> Maximum payout multiple of operating profit component under 2026 STIP

CEO metric cap <percent>150%</percent> Payout cap per metric for CEO at or above 100% of target

Key Terms

Executive Incentive Growth Acceleration Plan, synthetic share, compound annual growth rate (CAGR), Adjusted EBITDA, +1 more

5 terms

Executive Incentive Growth Acceleration Plan financial

"approved a new Executive Incentive Growth Acceleration Plan (the “GAP”)"

compound annual growth rate (CAGR) financial

"based upon the attainment of certain minimum and maximum CAGR revenue targets"

Compound annual growth rate (CAGR) shows how much an investment grows, on average, each year over a certain period. It’s like measuring how fast a plant grows each year, smoothing out the ups and downs to see the overall growth trend. Investors use CAGR to compare different investments and see which one has the best long-term performance.

Adjusted EBITDA financial

"may be based on earnings per share, revenues, operating profit, CAGR, EBIT, Adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Executive Short-Term Incentive Plan financial

"and the 2026 Executive Short-Term Incentive Plan (the “STIP”)"

Understanding 8-K Material Events →

04/30/2026 - 04:05 PM

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): April 24, 2026

    

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42428	99-2218610
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

275 Grove Street
Newton, Massachusetts		02466
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (617) 431-9200

    

(Former Name or Former Address, if Changed Since Last Report)

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))

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, $0.001 Par Value	TTGT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 April 24, 2026, the Compensation Committee (“Committee”) of the Board of Directors (the “Board”) of TechTarget, Inc. (the “Company”) approved a new Executive Incentive Growth Acceleration Plan (the “GAP”) and the 2026 Executive Short-Term Incentive Plan (the “STIP”).

The GAP provides certain key executives and senior leaders of the Company (the “Covered Executives”) with the opportunity to earn cash bonus payments at the end of a specified performance period based on the attainment of various performance targets that may be based on earnings per share, revenues, operating profit, CAGR, EBIT, Adjusted EBITDA, or such other metrics as the Committee may determine. Under the GAP, a Covered Executive is eligible to receive a “synthetic share” award based on a percentage of the executive’s base salary, with 60% of the number of synthetic shares underlying the award calculated based on the price of the Company’s common stock and 40% based on the price of Informa PLC’s common stock. For the 2026-2028 performance period (the “Covered Period”), the payment of bonuses under the GAP, if any, will be based upon the attainment of certain minimum and maximum CAGR revenue targets, calculated at the end of each year during the Covered Period, and subject to the relevant operating profit margin target, as determined by the Committee, being exceeded. The portion of the award earned for a given year will be credited and banked separately for each year of the Covered Period and will not be affected by performance in any other year, except with the opportunity to earn back any unbanked portions of the award in respect of the first two years of the Covered Period should the maximum targets be achieved in subsequent years. At the end of the Covered Period, a Covered Executive would be entitled to a cash payment. The value of this payment will be determined by multiplying the total number of synthetic shares earned during the Covered Period by the respective Company common stock price or Informa PLC common stock price on the vesting date (subject to a share price floor of 50% and a ceiling of 200% of the applicable share prices on the date of the award).

The STIP provides Covered Executives with the opportunity to earn cash bonus payments at the end of a specified performance period based on the attainment of various performance targets that may be based on earnings per share, revenues, operating profit, CAGR, EBIT, Adjusted EBITDA, or such other metrics as the Committee may determine. The Committee may, in its discretion, establish specific revenue targets for Covered Executives in different business units or functions. For 2026, bonus payments under the STIP to Covered Executives will be based 80% on the attainment of a revenue target and 20% based upon the attainment of an operating profit target. For Covered Executives other than the CEO, (i) each additional 1% above the 100% revenue target will result in an incremental payout of 10%, with the revenue component capped at 300% of the revenue target payout and (ii) each additional 1% above the 100% operating profit target will result in an incremental payout of 10%, with the operating profit component capped at 150% of the operating profit target payout. For the CEO, payout for each metric is capped at 150% of target for performance at or above 100% of the applicable target.

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.


			TechTarget, Inc.

Date:	April 30, 2026	By:	/s/ Charles D. Rennick
			Charles D. Rennick Vice President, General Counsel, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive incentive plans did TechTarget (TTGT) approve in this filing?

TechTarget approved a new Executive Incentive Growth Acceleration Plan (GAP) and a 2026 Executive Short-Term Incentive Plan (STIP). Both are cash-based programs for key executives, tying payouts to financial metrics like revenue growth, earnings and operating profit over defined performance periods.

How does TechTarget’s Executive Incentive Growth Acceleration Plan (GAP) work?

The GAP grants synthetic share awards based on a percentage of base salary. Sixty percent track TechTarget’s stock price and 40% track Informa PLC’s stock price. Payouts for 2026–2028 depend on meeting annual revenue CAGR and operating margin targets, with earned amounts banked by year.

What performance metrics determine STIP bonuses for TechTarget (TTGT) executives in 2026?

For 2026, STIP bonuses are based 80% on achieving a revenue target and 20% on achieving an operating profit target. The Compensation Committee may set specific revenue goals by business unit or function, aligning executive pay with the company’s annual financial performance objectives.

How are above-target results rewarded under TechTarget’s 2026 STIP?

For executives other than the CEO, each 1% above 100% of the revenue target or operating profit target increases the respective payout component by 10%. The revenue component is capped at 300% of target payout and the operating profit component at 150% of target payout to limit upside.

Are payout caps different for TechTarget’s CEO under the 2026 STIP?

Yes. For the CEO, the payout for each metric under the 2026 STIP is capped at 150% of target once performance reaches or exceeds 100% of the applicable goal. This structure provides upside for strong results while maintaining an overall cap on the CEO’s incentive payout levels.

How is the final GAP payout calculated for TechTarget (TTGT) executives?

At the end of the 2026–2028 performance period, TechTarget multiplies the total synthetic shares earned by the then-current TechTarget or Informa PLC stock prices. A price floor at 50% and a ceiling at 200% of the grant-date prices limit the impact of extreme stock price movements.

Filing Exhibits & Attachments

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