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Get filing alertsKestrel Group grants $650,000 in performance stock to three top executives tied to 2026 EBITDA
Filed May 14, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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Executive Chairman, CEO, and President/CFO each received $650,000 in restricted stock (61,588 shares each), vesting only if the Program Services segment hits 2026 EBITDA targets—awards are forfeited entirely if threshold performance isn't met.
Item 5.02 verify on EDGAR → -
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Performance metric is 100% weighted to Program Services EBITDA from insurance distribution and fee-based businesses, with vesting ranging from 25% at threshold to 200% at maximum performance levels.
Exhibit 10.1 verify on EDGAR → -
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Earned shares vest in thirds: one-third immediately upon Committee certification of goal achievement, then one-third annually over the next two years, creating retention through 2028-2029.
Item 5.02 verify on EDGAR → -
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Double-trigger change-in-control provisions protect executives: if acquired and then terminated without cause within 24 months, all earned shares vest immediately rather than continuing time-based schedule.
Exhibit 10.1 verify on EDGAR →
Summary
Kestrel Group awarded $1.95 million in performance-based restricted stock to its three most senior executives on May 13, 2026, with vesting entirely dependent on the Program Services segment achieving specific EBITDA targets during calendar year 2026. Each executive received 61,588 shares valued at $650,000, but these awards are forfeited completely if the business segment misses its threshold performance level. This structure concentrates executive incentives on a single business line—insurance distribution and fee-based services—rather than overall company performance.
Retail investors should note this creates strong alignment between management and the Program Services segment's profitability, but also signals that segment's importance to the company's strategy. The multi-year vesting schedule (through 2028-2029) provides executive retention, while change-in-control provisions offer standard protections during potential M&A activity. Watch the company's Q4 2026 and full-year 2026 earnings release for Program Services EBITDA results, which will determine whether these awards vest at all and at what percentage of target.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Kestrel granted $650,000 performance-based restricted stock awards to three executives under 2025 equity plan with EBITDA-based vesting.
Added in current filing · verify on EDGAR →
The Performance Award is subject to a one-year performance period beginning on January 1, 2026 and ending on December 31, 2026 (the “Performance Period”), during which the designated performance goal must be achieved. The performance goal for the Performance Period will be based upon the EBITDA of our program services segment. If the threshold level of performance is not met, the Performance Award will be forfeited immediately upon certification by the Committee.
The restricted stock awards vest based on achieving EBITDA targets in the company's program services segment during calendar year 2026. If the threshold performance level is not met, executives forfeit the entire award. This ties executive compensation directly to a specific business segment's profitability, creating alignment with shareholder interests but also concentration risk if that segment underperforms.
Added in current filing · verify on EDGAR →
Earned shares vest ratably in one-third (1/3) increments with the first one-third (1/3) vesting upon the Committee’s confirmation that the performance goal has been achieved and the remaining two‑thirds (2/3) of the shares vest in equal installments, with one‑third (1/3) vesting on the first anniversary of such confirmation and one‑third (1/3) vesting on the second anniversary of such confirmation (each date, a "Vesting Date").
After the performance goal is achieved and certified, the shares vest in three equal installments: one-third immediately upon certification, one-third after one year, and the final third after two years. This creates a retention mechanism extending through 2028-2029, ensuring executives remain with the company beyond the initial performance period.
Added in current filing · verify on EDGAR →
In the event of a Change in Control prior to a Vesting Date, the shares deemed earned pursuant to the performance goal will continue to be subject to time-based vesting through the applicable Vesting Date(s); provided, however, that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within twenty-four months following the Change in Control, the Performance Award will vest in full as of the date of such termination.
If the company is acquired or undergoes a change in control, earned shares continue normal vesting unless an executive is terminated without cause or resigns for good reason within 24 months of the transaction, in which case all shares vest immediately. This is a standard double-trigger acceleration provision that protects executives during M&A activity while preventing automatic windfall payouts.
Event · Item 5.01 — Changes in Control of Registrant
Procedural 8-K referencing Item 5.01 with no substantive disclosure provided.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 5.01 by reference.
The filing references Item 5.01 (Changes in Control of Registrant) by reference without providing substantive details. This typically means the disclosure is incorporated from another filing or exhibit. Without the referenced content, no material event can be assessed.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company hereby grants to the Participant a Performance Award (the “Award”) representing a performance-based restricted share award of [●] common shares, $.01 par value, of the Company (the “Shares”) as set forth in and subject to the terms and conditions herein.
Kestrel Group has granted performance-based restricted share awards to participants under its 2025 Equity Incentive Plan. The awards vest based on achieving Program Services EBITDA targets during 2026, with one-third vesting upon Committee confirmation of goal achievement and the remaining two-thirds vesting in equal installments on the first and second anniversaries. The specific number of shares granted is not disclosed in this template agreement.
Added in current filing · verify on EDGAR →
If the Company consummates a Change in Control any time prior to a Vesting Date but after the end of the Performance Period, the Shares that were deemed to be earned pursuant to the satisfaction of the Performance Goal shall continue to be subject to time-based vesting through the expiration of the applicable Vesting Date(s); provided, however, if the Participant’s employment is terminated by the Company without Cause or by the Participant due to Good Reason, in each case, within twenty-four (24) months following a Change in Control, then the Award shall vest in full as of the effective date of such termination of employment.
The performance awards include double-trigger change in control provisions. If a change in control occurs after the performance period ends, earned shares continue time-based vesting unless the participant is terminated without cause or resigns for good reason within 24 months of the change in control, in which case all awards vest immediately. If a change in control occurs before the performance period ends, performance goals are deemed achieved at the greater of target or actual performance.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify