HireQuest, Inc. 8-K

What Happened

• HireQuest, Inc. filed an 8‑K on March 6, 2026 reporting new employment agreements, effective March 2, 2026, for CEO Richard Hermanns, CFO C. David R. Hartley, and Chief Legal Officer John McAnnar. Each agreement runs through an initial term ending August 31, 2027 and sets base salary, bonus opportunities, equity grants and termination/severance terms.
• Key pay and incentives: Hermanns: $430,000 base salary, discretionary annual bonus, a pre-tax income bonus equal to 0.5% of consolidated pre-tax income, and an Adjusted EBITDA growth bonus formula (generally 10x the % year‑over‑year increase in Adjusted EBITDA times his annualized base salary; a 6x multiplier applies in certain circumstances). Hermanns received 25,000 restricted shares. Hartley and McAnnar: $260,000 base salary each, eligible for discretionary bonuses and performance bonuses (up to 50% of base pay subject to goals); each received 10,000 restricted shares. All restricted stock grants vest 50% on the second anniversary of the effective date, then 6.25% per fiscal quarter over the next eight quarters, with accelerated vesting in certain termination scenarios.

Key Details

• Effective date: March 2, 2026; initial term through August 31, 2027.
• Base salaries: Hermanns $430,000; Hartley $260,000; McAnnar $260,000.
• Equity grants: Hermanns 25,000 restricted shares; Hartley 10,000; McAnnar 10,000 (HireQuest 2019 Equity Incentive Plan).
• Termination/severance highlights: 60‑day notice; for Hermanns, termination without cause or resignation for good reason triggers 18 months of base salary, pro‑rated bonuses and full vesting of equity; Hartley and McAnnar receive pro‑rated bonus, reimbursed expenses, healthcare continuation and severance equal to one month’s base per year of service (capped at six months) with pro‑rata vesting (50% immediate vesting on non‑renewal for Hartley and McAnnar). Change‑of‑control extensions: agreements auto‑extend one year and termination during that post‑change period triggers a 150% base salary lump sum and full equity vesting.

Why It Matters

• These agreements formalize compensation and retention for HireQuest’s top executives through mid‑2027, tying pay to company financial performance (pre‑tax income and Adjusted EBITDA metrics) and granting equity that vests over time.
• For investors, the filing signals management retention efforts and potential future cash costs (severance on termination/change‑of‑control) and equity dilution from restricted stock grants. The performance‑based bonus formulas mean management pay is linked to profitability and EBITDA growth, which can align incentives but may also create variable compensation expense.