NORTECH SYSTEMS INC 8-K

What Happened

• Nortech Systems (NSYS) filed an 8-K reporting it entered into an Employment Agreement dated January 5, 2026 with Andrew Walko to serve as Senior Vice President of Global Operations effective January 19, 2026. Walko will replace John Lindeen, who is retiring in the first quarter of 2026. The initial term runs through December 31, 2026 and automatically renews for one-year terms unless either party gives at least 90 days’ written notice.

Key Details

• Base salary: $260,000 per year.
• Bonus: eligible for an annual bonus with a target payout of 40% of base salary; specific criteria set each calendar year.
• Equity: grant of a 25,000-share non-qualified stock option under the 2017 Stock Incentive Plan; vests in five equal annual installments; exercise price = fair market value on grant date; 10-year term.
• Severance: if terminated by the company without Cause or resigns for Good Reason (with a signed, unrevoked release), Walko is entitled to 9 months’ base salary and certain benefits; if termination occurs within 12 months after a Change of Control, severance is the longer of the remaining term or 9 months’ base salary plus benefits.
• The company issued a press release on January 6, 2026 announcing the hire; the Employment Agreement is filed as an exhibit to the 8-K.

Why It Matters

• This is a material executive change: a new senior operations leader is joining as a long-time executive retires, which may affect operational leadership and execution. The package combines fixed pay, performance-based bonus, and equity incentives, and includes customary severance protections. There are no reported changes to financial results in this filing.