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Get filing alertsStagwell extends CEO Mark Penn through 2029, raises base to $1.4M, grants 2M cash SARs
Filed August 3, 2026 · Period ending July 28, 2026 · ~1 min read
Key Changes
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CEO Mark Penn's employment extended to July 31, 2029, providing three years of leadership continuity.
Item 5.02 verify on EDGAR → -
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Granted 2M stock appreciation rights with $8.45 base price, vesting over three years, settleable only in cash (not shares).
Item 5.02 verify on EDGAR → -
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Annual bonus target set at 240% of base salary; long-term equity incentive target at 450% of base salary.
Item 5.02 verify on EDGAR → -
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Base salary increased 11% to $1.4M effective August 1, 2026.
Item 5.02 verify on EDGAR → -
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One-time bonus of $581,667 payable by August 15, 2026.
Item 5.02 verify on EDGAR →
Summary
Stagwell extended CEO Mark Penn's employment through July 31, 2029, securing leadership continuity for the next three years. The amendment increased his base salary 11% to $1.4 million and established annual incentive targets of 240% for cash bonus and 450% for long-term equity awards.
The company granted Penn 2 million stock appreciation rights with an $8.45 base price, vesting in thirds over three years (1 million after year one, 500,000 each in years two and three). Notably, these SARs are cash-settled only—Penn will receive cash equal to any appreciation above the base price rather than shares, which means the payout creates a direct cash obligation rather than dilution.
He also receives a one-time $581,667 bonus payable by mid-August. This is a routine executive retention package. The cash-settled SARs structure is worth noting: if the stock appreciates significantly, the company faces a cash outflow rather than share dilution, which could affect liquidity planning but avoids shareholder dilution from the CEO's incentive compensation.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
CEO Mark Penn's employment extended to July 2029 with increased compensation including $1.4M base salary and 2M stock appreciation rights.
Added in current filing · verify on EDGAR →
Mr. Penn will receive a bonus of $581,667 payable by August 15, 2026, Mr. Penn’s annual bonus target was set at 240% of his base salary, and Mr. Penn’s annual long-term equity incentive plan award target was set at 450% of his base salary.
The CEO will receive an immediate bonus of $581,667 payable by August 15, 2026. His annual bonus target is set at 240% of base salary and his long-term equity incentive target at 450% of base salary, establishing the framework for future performance-based compensation.
Added in current filing · verify on EDGAR →
on August 1, 2026, the Company granted Mr. Penn 2,000,000 stock appreciation rights (“SARs”) in respect of the Company’s Class A common stock (“Class A Common Stock”) under the Company’s Third Amended and Restated 2016 Stock Incentive Plan (the “Plan”) and entered into a Stock Appreciation Rights Agreement (the “SARs Agreement”) with Mr. Penn. The SARs have a base price of $8.45 per share and vest in three installments with 1,000,000 SARs vesting on the first anniversary of the date of grant and 500,000 SARs vesting on each of the second and third anniversaries of the date of grant. The SARs are settleable only in cash.
The company granted the CEO 2,000,000 stock appreciation rights with a base price of $8.45 per share. These vest over three years: 1,000,000 on the first anniversary and 500,000 on each of the second and third anniversaries. The SARs are cash-settled only, meaning the CEO will receive cash equal to the appreciation above the base price rather than shares.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 4, 2026 · How we verify