Optex Systems Holdings Inc 8-K

What Happened Optex Systems Holdings, Inc. (filed on 2025-12-23) announced that its Board approved performance-share awards for executives effective December 18, 2025. Chad George, the Company’s President and CEO, received 50,000 performance shares and Karen Hawkins, the Company’s CFO, received 17,500 performance shares under the 2023 Equity Incentive Plan. Each performance share is a contingent right to one share of common stock and vests in five equal increments if specified stock-price targets are met during the performance period ending September 29, 2030.

Key Details

• Awards approved: 50,000 performance shares to CEO Chad George; 17,500 to CFO Karen Hawkins.
• Vesting: Five equal increments (10,000 shares per tranche for CEO; 3,500 per tranche for CFO).
• Performance period: December 18, 2025 through September 29, 2030.
• Price targets (30‑day average VWAP over a 30 consecutive trading-day period) for each tranche: $17.54, $21.05, $25.26, $30.31, $36.37.
• Plan: Grants made under the Company’s 2023 Equity Incentive Plan; shares are contingent until performance conditions are met.

Why It Matters These awards tie executive compensation to Optex’s future stock-price performance and could result in up to 67,500 new shares if all targets are met, which investors should view as potential dilution. The multi-year performance period and graduated VWAP hurdles align leadership incentives with long-term share-price gains through 2030. Investors should monitor stock price relative to the listed VWAP thresholds and future disclosures for vesting outcomes or related share issuances.