619 material Form 8-K filings that 507 companies we cover made with the SEC in December 2025, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
Texas Roadhouse's Compensation Committee adjusted 2026 pay for its named executive officers on December 30, 2025, under their existing employment agreements. Jerry Morgan's base salary is $1,475,000, with a target bonus of $1,475,000 and a long-term restricted stock unit award of $11,000,000, and the company says the increases are aligned with its support center compensation targets.
Jerry Morgan 2026 base salary set at $1,475,000 effective January 8, 2026; bonus target $1,475,000, range $0 to $2,950,000
Morgan received a $2,200,000 service-based RSU grant, a $2,200,000 target performance-based RSU grant, and an $11,000,000 long-term RSU grant
Performance-based RSUs tied to 33% EPS growth over fiscal 2025 and pre-tax profits, vesting January 8, 2029
Grants are dated January 8, 2026; most service-based RSUs vest January 8, 2027
Hecla Mining's Senior Vice President and Chief Administrative Officer, Michael L. Clary, ceased that role effective December 31, 2025, and becomes a consultant on January 1, 2026. He signed a separation agreement providing two annual installments of $417,036.43 each in supplemental severance, in exchange for a release and customary covenants.
Michael L. Clary ceased serving as Senior Vice President and Chief Administrative Officer effective December 31, 2025
Employment ends January 1, 2026, with Clary transitioning to a consultant role
Supplemental severance of two annual installments of $417,036.43 each, tied to a release and non-disparagement and confidentiality covenants
Termination is a Qualifying Termination Outside of the Change in Control Period under a Change in Control and Severance Agreement dated June 5, 2025
On December 30, 2025, UHS's Compensation Committee approved an amended and restated employment agreement for CEO and President Marc D. Miller, with the company guaranteeing the employer's obligations. The filing sets his 2026 base salary at $1,575,000, a 5% increase over 2025, and a bonus target of 150% of salary, which shareholders can track through future proxy and compensation disclosures.
2026 base salary set at $1,575,000, a 5% increase over 2025 base salary.
Annual bonus target equals 150% of salary; actual bonus may be higher or lower.
Term scheduled to end January 1, 2029, with automatic one-year renewals unless either party elects otherwise.
Long-term incentive awards vest in full on certain terminations, and the agreement is filed as Exhibit 10.1.
eXp World Holdings disclosed that its Board approved a change to the cash pay of three executive officers: Leo Pareja, Wendy Forsythe, and James Bramble. Starting January 1, 2026, these officers will no longer take part in the discretionary annual cash bonus program, and their base salaries will rise by the amount of their maximum annual bonus target. The filing gives no dollar figures, so shareholders cannot yet judge the effect on total pay costs.
Board approved the change on December 23, 2025; it takes effect January 1, 2026.
Covered officers: Leo Pareja (CEO, eXp Realty), Wendy Forsythe (Chief Marketing Officer), and James Bramble (Chief Legal Counsel and Corporate Secretary).
Each officer's base salary rises by an amount equal to his or her maximum annual bonus target, and the officers exit the discretionary annual bonus program.
The filing does not state the dollar amounts of the salary increases or the bonus targets.
Flowserve director Kenneth I. Siegel told the board on December 29, 2025 that he will not stand for re-election at the company's 2026 annual meeting. He will remain a director until that meeting, and the filing states his decision was not due to any disagreement with management or the board.
Kenneth I. Siegel informed the board on December 29, 2025 of his decision
He will continue to serve as a director until the 2026 annual meeting of shareholders
The filing states the decision was not the result of any disagreement with management or the board
CACI International named two new independent directors, retired Adm. Michael Gilday and David Keffer, effective January 1, 2026. They fill vacancies left by the resignation of William L. Jews, effective December 31, 2025, and the death of Michael A. Daniels in July 2025.
Michael Gilday and David Keffer appointed to the Board effective January 1, 2026, by Board action on December 29, 2025.
William L. Jews, Audit Committee chair, resigned effective December 31, 2025; the filing says the resignation was not due to a disagreement with the company.
Both new directors are independent under NYSE requirements and will serve initial terms ending at the next annual shareholder meeting.
Keffer previously served as CFO of Northrop Grumman before retiring in 2024; Gilday most recently retired as Chief of Naval Operations.
NeoGenomics said director Alison L. Hannah, MD, resigned effective December 31, 2025, and the Board appointed John P. "Jack" Kenny to fill the vacancy effective January 1, 2026. Kenny will serve until the 2026 annual meeting and will receive independent director compensation under the company's existing program. The change affects board composition but the filing does not report any financial figures.
Dr. Alison L. Hannah's resignation as director is effective December 31, 2025; the Board accepted it on December 23, 2025.
Jack Kenny was appointed to the Board effective January 1, 2026, to fill the vacancy.
Kenny previously served as President, Chief Executive Officer and Board Director of Meridian Bioscience, per the press release (Exhibit 99.1, dated December 29, 2025).
Kenny will serve until the 2026 annual meeting, and the filing reports no related-party transactions requiring disclosure under Item 404(a).
On December 22, 2025, CrowdStrike's independent directors approved a performance-based equity award for President and CEO George Kurtz, with a target of 300,000 performance stock units (PSUs). The payout depends on relative total stockholder return against S&P 500 companies over December 22, 2025 to December 22, 2028, and can range from zero to up to 600,000 shares. For shareholders, the award ties Kurtz's pay to stock performance relative to the index, while the company says it is intended to retain him.
Target award of 300,000 PSUs; no shares are earned if relative TSR falls below the 25th percentile of S&P 500 companies, and up to 600,000 shares are possible at or above the 90th percentile.
Three-year performance period runs from December 22, 2025 to December 22, 2028.
The filing cites a share price of $483.14 and market capitalization of $121.3 billion as of December 22, 2025.
The award is tied to a change-in-control provision and to Kurtz's continued service; the full terms are in Exhibit 10.1.
EchoStar entered a new letter agreement with Hamid Akhavan, tied to his appointment as Chief Executive Officer, effective December 26, 2025. The agreement replaces his October 2, 2023 letter agreement and keeps his base salary and bonus opportunity unchanged. For shareholders, the filing details compensation terms for the new CEO but reports no financial results.
Hamid Akhavan was appointed Chief Executive Officer; the Letter Agreement is effective December 26, 2025.
Base salary and bonus opportunity continue unchanged under the new agreement.
Final tranche of his December 31, 2023 option award would accelerate vesting upon a Qualifying Termination.
The Letter Agreement expires December 31, 2026; future equity awards are at the discretion of the Chairman and Executive Compensation Committee.
Benchmark Electronics said Chief Technology Officer Jan Janick will retire effective January 16, 2026. The filing states the departure is not the result of any disagreement with the company or its board on operations, policies or practices.
Jan Janick is retiring as Chief Technology Officer
Retirement effective January 16, 2026
Announced December 29, 2025; filing states no disagreement with the company or board
CVR Energy's board appointed Mark A. Pytosh as President and Chief Executive Officer effective January 1, 2026, succeeding David L. Lamp, who leaves the role effective December 31, 2025. The board also added Pytosh to its board of directors, expanding it from nine to ten seats, and he will receive no director pay while employed by the company.
Mark A. Pytosh, age 60, appointed President and CEO effective January 1, 2026, replacing David L. Lamp, who ceases as CEO effective December 31, 2025.
Pytosh has been Executive Vice President – Corporate Services since January 2018 and will keep his roles as director and CEO of the general partner of CVR Partners, LP (NYSE: UAN).
Board size increased from nine to ten; Pytosh fills the new seat effective January 1, 2026, without board compensation while employed by the company.
His CEO compensation follows his Employment Agreement dated July 28, 2025, previously disclosed in a July 31, 2025 10-Q filing.
Super Micro Computer disclosed that George Kao, Senior Vice President of Operations, will retire on December 31, 2025. Tom Xiao, Senior Corporate Vice President of Engineering, will assume his responsibilities, and the company does not anticipate any disruption to operations or its strategic roadmap. Kao will stay on as a consultant, with terms still to be finalized and to be disclosed in a later amendment.
George Kao, Senior Vice President of Operations, retires December 31, 2025
Tom Xiao, Senior Corporate Vice President of Engineering, assumes Kao's responsibilities
Kao will continue as a consultant; consulting terms not yet finalized and to be disclosed in an 8-K amendment
On December 27, 2025, Leggett & Platt's board and compensation committee approved retention agreements for a limited group of key managers, including four named executive officers. The payments are designed to keep leadership in place, and CEO Karl Glassman did not receive one.
CFO Benjamin Burns and EVP J. Tyson Hagale each receive $618,000, or 103% of base salary.
EVP Samuel Smith Jr. receives $540,750 (103% of base salary); General Counsel Jennifer Davis receives $630,875 (128.8%).
Payments are subject to continued employment through December 23, 2026, with full clawback if an executive leaves on or before May 29, 2026, and 50% clawback afterward until December 23, 2026.
Annaly Capital Management said its Chief Legal Officer, Chief Corporate Officer and Secretary Anthony Green will retire after 16 years with the company. He becomes a Senior Advisor effective January 1, 2026, through March 31, 2026, under a retirement and transition agreement that keeps his base salary, 2025 incentives and equity vesting in place.
Anthony C. Green steps down from Chief Legal Officer, Chief Corporate Officer and Secretary roles effective January 1, 2026
Senior Advisor role runs through March 31, 2026, when he is set to retire
Agreement includes a lump-sum payment equal to three months of base salary and COBRA coverage funding through September 30, 2026, subject to a release of claims
Full agreement is expected to be filed as an exhibit to the 2025 Form 10-K
UniFirst disclosed that David DiFillippo, Executive Vice President, Operations, informed the company on December 29, 2025 that he will retire effective January 5, 2026. The company says he and the company have spent the past year transitioning his responsibilities ahead of the retirement.
David DiFillippo, Executive Vice President, Operations, retires effective January 5, 2026
He notified the company of his intention to retire on December 29, 2025
The company says responsibilities have been transitioning over the last year
Autoliv and Chief Financial Officer Fredrik Westin agreed on December 29, 2025, to delay his resignation from January 1, 2026 to March 31, 2026. He stays in the role through that date while the company continues recruiting a successor, and the filing says he will receive his normal compensation through the duration of his employment.
Westin's resignation as CFO and EVP, Finance moves from January 1, 2026 to March 31, 2026.
The change was agreed between Westin and the company on December 29, 2025.
The company says the recruitment of a successor as CFO and EVP, Finance continues.
Under his employment agreement, Westin is entitled to his normal compensation through the duration of his employment.
Comcast entered into a new employment agreement with Michael J. Cavanagh ahead of his appointment as Co-Chief Executive Officer on January 2, 2026, securing his employment through January 1, 2029. The filing also discloses a performance-based restricted stock unit award valued at approximately $35 million, which ties the award's share count to the stock price around the planned Versant spin-off.
Cavanagh's annual base salary is $2,750,000, with a performance-based cash bonus target of 300% of base salary.
Performance-based RSU award valued at approximately $35 million cliff vests after three years.
Award vests for an additional 24 months if Cavanagh resigns for Good Reason or is terminated without Cause.
ServiceNow amended the employment agreement of CEO William R. McDermott and its Executive Severance Policy, both effective January 1, 2026. The amendment says he will remain with the company through at least December 31, 2030, in a CEO, co-CEO, or chairman role, and updates the severance terms he could receive on a qualifying termination. The filing describes these as contract changes and gives no financial results, so shareholders get clearer succession terms and severance terms but no new earnings or guidance.
Amendment dated December 23, 2025 keeps Mr. McDermott in service through at least December 31, 2030.
Upon a qualifying termination within three months before or 12 months after a change in control, the CEO may receive a lump sum of 2 times base salary plus target bonus, 24 months of COBRA benefits, and full vesting of unvested RSUs and PRS
Without a change in control, the CEO may receive one year of base salary in a lump sum, the actual bonus, and 12 months of COBRA benefits.
CooperCompanies appointed Walter M. Rosebrough, Jr. as a director effective January 3, 2026, and joined Browning West, an investment partnership, in a letter agreement with customary standstill and voting commitments. The agreement also commits the company to nominate Mr. Rosebrough at its 2026 annual meeting, to search for one more independent director, and to limit the board to ten directors during the cooperation period.
Mr. Rosebrough joins the board and its Corporate Governance and Nominating Committee effective January 3, 2026, and will receive the same compensation as other non-management directors.
The company agreed to search for one additional independent director, subject to Browning West's approval, and to appoint that person no later than June 30, 2026.
The board agreed to give due and serious consideration to appointing Mr. Rosebrough as Chairman by the end of 2026, according to the press release.
The cooperation period runs until 30 days before the 2027 annual meeting stockholder nomination deadline.
Krystal Biotech director Kirti Ganorkar gave notice on December 22, 2025 that he will resign from the Board. He will remain a director through December 31, 2025, and the company said the move was due to time constraints from his recent promotion at Sun Pharma, not a disagreement with the Board or management.
Kirti Ganorkar gave notice of resignation from the Board on December 22, 2025
He will continue as a director through December 31, 2025
Resignation attributed to time constraints from a recent promotion to Managing Director at Sun Pharma, not a disagreement with the company
He had served on the Board since the company's September 2017 initial public offering
On December 23, 2025, Simmons First and chairman and CEO George Makris, Jr. signed an aircraft time sharing agreement allowing him to lease company aircraft with flight crew for personal travel, subject to reimbursing actual flight expenses. The filing says the company will not provide tax reimbursements for imputed income or federal air transportation excise tax, which limits the company's cost exposure from this arrangement.
Agreement signed December 23, 2025 between Simmons First and chairman and CEO George Makris, Jr.
Makris must reimburse the company for actual expenses of personal flights, including deadhead flights.
Either party may terminate the agreement with 10 business days' prior written notice.
The company will not cover taxes on imputed income or federal air transportation excise tax under the agreement.
Six Flags director Louis Carr notified the board on December 17, 2025 that he will resign effective December 24, 2025. The company said the resignation was not due to any disagreement with the board, the company or management. The filing also says the board will have 10 directors as of January 1, 2026, after previously announced departures of Selim Bassoul and Daniel Hanrahan.
Louis Carr resignation as director effective December 24, 2025; notified board December 17, 2025
No disagreement with the board, company or management cited as a reason
Board to comprise 12 directors after Carr's departure, and 10 directors as of January 1, 2026 after Selim Bassoul and Daniel Hanrahan leave
HCI Group's majority-owned subsidiary Exzeo Group signed an employment agreement with Paresh Patel, who is also HCI's chief executive, effective January 1, 2026, with a base salary of $950,000 a year and 12 months of base salary as severance in certain termination cases. Exzeo also awarded Patel a $3,750,000 cash bonus on December 19, 2025, and Patel adopted a trading plan to buy up to 100,000 shares or $2 million of Exzeo common stock.
Employment agreement dated December 9, 2025, effective January 1, 2026, sets a base salary of $950,000 per year
Severance equal to 12 months of base salary, paid over 12 months, applies on termination without cause, for Good Reason, or within 180 days after a Change of Control, in exchange for a release of claims
Exzeo awarded a $3,750,000 cash bonus on December 19, 2025, payable before December 31, 2025
Patel's Rule 10b5-1 plan, entered December 18, 2025, covers purchases of up to 100,000 shares or $2 million of Exzeo common stock and runs to December 18, 2026 at most
Henry Schein said its Board expects to name a successor CEO by mid-January 2026, and Stanley M. Bergman will remain CEO and Chairman until then. The company and Mr. Bergman also signed a letter agreement extending his employment agreement until a new CEO starts or 30 days after he gives written notice that he is ending his employment. For shareholders, the filing signals a leadership transition is near but not yet complete, with no financial results reported.
Board expects to name next CEO by mid-January 2026; search will not be finalized before year-end 2025
Stanley M. Bergman continues as CEO and Chairman until a successor assumes the role
Letter agreement extends Bergman's employment agreement dated November 28, 2022, through the earlier of a new CEO's start date or 30 days after his written notice of departure
MSA Safety said Senior Vice President and MSA International President David J. Howells intends to retire on June 30, 2026. The company does not plan to replace him; senior personnel in the segment will take over his duties and report directly to the CEO.
David J. Howells, SVP and President of MSA International, intends to retire June 30, 2026
No replacement planned; duties move to senior personnel in the MSA International segment
Segment personnel will report directly to the Chief Executive Officer
Graphic Packaging's compensation committee approved a retention package for Joseph P. Yost, Executive Vice President and President, Americas. The package includes a $2,000,000 cash retention bonus and $2,000,000 in Service Restricted Stock Units, both payable or vesting on January 2, 2027, if he remains employed. The filing is a compensation arrangement and does not report financial results.
Cash retention bonus of $2,000,000 paid as a lump sum after January 2, 2027, if Yost remains employed
Service RSUs granted with a value of $2,000,000 on the grant date, effective January 2, 2026, vesting January 2, 2027
Payment or vesting accelerates on death, Disability, or termination without Cause or for Good Reason
TransUnion's Board voted to increase its size from 10 to 12 members and appointed Sayan Chakraborty and Charlotte B. Yarkoni as directors, effective January 5, 2026. The appointments add technology and cloud/AI product experience to the Board, but the filing reports no financial results or changes to company operations.
Board expanded from 10 to 12 members, effective January 5, 2026
Sayan Chakraborty, 58, former President of Workday, joins the Technology Committee
Charlotte B. Yarkoni, 56, former Microsoft President of Commerce, Ecosystems, Cloud and AI, joins the Compensation Committee
Both directors will serve until the 2026 annual meeting of stockholders and receive standard non-employee director compensation
BXP amended and restated the employment agreement of CEO and Chairman Owen D. Thomas, extending his term through December 31, 2029, from a previous expiration in December 2026. The company also granted equity awards under a 2025 Outperformance Plan to Mr. Thomas and other senior leaders, which vest only if BXP's dividend-adjusted stock price reaches set levels, and it expects about $11.6 million of related expense in 2026.
Term runs from December 22, 2025 through December 31, 2029; base salary stays at $950,000 and target bonus is $2,350,000
Outperformance Plan grants could total up to 711,864 LTIP Units; Mr. Thomas's grant is 211,864 units at maximum
Awards require a dividend-adjusted stock price of at least $90.00 for 20 consecutive trading days to earn any units; maximum requires $118.00
BXP expects about $32.1 million of OPP compensation expense over four years, including about $11.6 million, or $0.07 per share, in 2026
DexCom's board appointed Jacob S. Leach, its President and Chief Operating Officer, as President and Chief Executive Officer and a director, effective January 1, 2026, when Kevin R. Sayer resigns. Leach has been interim principal executive officer since Sayer's medical leave, and the board expects Sayer to return around March 2026, with Mark Foletta remaining interim Chairman until then.
Leach's offer letter sets an annual base salary of $1,150,000 and a target bonus of 150% of base salary.
Leach is to receive restricted stock units with a fair value of $7,500,000, vesting annually over three years, plus performance stock units with a target fair value of $7,500,000.
The board expects Kevin Sayer to return on or about March 2026; Mark Foletta will serve as interim Chairman until then.
Scholastic appointed Chief Growth Officer Jeffrey Mathews to the additional role of President, Education Solutions, and approved a higher base salary, a larger bonus target and a temporary severance provision for him. The company also approved a $1.5 million special bonus pool tied to two sale/leaseback transactions completed on December 17, 2025, with $400,000 each going to Mathews and CFO Haji Glover.
Base salary rises from $615,000 to $675,000 effective January 1, 2026, and his STIP bonus target rises from 60% to 70% of base salary.
Temporary 12-month severance provision pays 24 months of salary if he resigns due to a compensation downgrade, starting January 1, 2026.
A $1.5 million special bonus pool was approved on December 16, 2025 for executives tied to the two sale/leaseback transactions concluded December 17, 2025; Mathews and CFO Haji Glover each receive $400,000 from it.
Tetra Tech said it appointed Jeffrey R. Feeler and M. Susan Hardwick to its Board of Directors, effective December 29, 2025, expanding the board to eight members. Both are former chief executives and finance executives in the utility and environmental services sectors, and the company says their experience supports its focus on water consulting.
Jeffrey R. Feeler, 56, former Chairman and CEO of US Ecology, joins the Audit and Compensation Committees.
M. Susan Hardwick, 63, former CEO of American Water, joins the Audit and Nominating and Corporate Governance Committees.
Each director receives a $110,000 annual retainer and a $175,000 annual long-term equity award, 60% performance stock units and 40% restricted stock units.
Rexford Industrial's Compensation Committee approved the 2026 executive pay program, which reflects the planned appointment of Chief Operating Officer Laura Clark as chief executive effective April 1, 2026. The filing also states that co-CEOs Michael Frankel and Howard Schwimmer are departing, with separation dated March 31, 2026, and that Clark's equity awards and incentive targets are set higher than those of the other named executives.
Laura Clark becomes CEO effective April 1, 2026, with a 2026 base salary of $850,000 and a cash incentive target of 175% of salary
Michael Frankel and Howard Schwimmer each receive a 2026 base salary of $250,000, a pro rata portion of $1,000,000, paid through March 31, 2026
Clark received time-vesting LTIP units valued at $2,465,000 and performance-vesting LTIP units with a target value of $3,697,500, granted December 19, 2025
2026 cash incentive is weighted 40% Core FFO per diluted share, 30% Same Property Portfolio NOI and 30% qualitative measures
Oceaneering's board appointed Michael W. Sumruld as Senior Vice President and Chief Financial Officer, effective January 1, 2026, succeeding Alan R. Curtis, who is retiring. The board also elected Roger Jenkins, former CEO of Murphy Oil Corporation, as an independent, non-executive director, effective the same day. The filing discloses Sumruld's compensation package and that Curtis will remain in a supporting role during a transition period.
Michael W. Sumruld becomes Senior Vice President and CFO on January 1, 2026, replacing Alan R. Curtis, who retires at the end of 2025.
Sumruld's 2026 annual base salary is $505,000, with a long-term incentive award of $1,515,000 and a 2026 annual bonus target of 90% of base salary.
Roger Jenkins is elected as an independent, non-executive Class III director effective January 1, 2026, with a term extending to the 2028 Annual Meeting of Shareholders.
Sumruld joined Oceaneering in September 2025 as Senior Vice President, Finance, after serving as CFO of Parker Drilling Company.
BlackLine director Tom Unterman, a board member since 2010, told the board on December 19, 2025 that he will not stand for re-election at the 2026 annual meeting. The filing says the decision is not the result of any disagreement with the company, and he will remain a director until his term ends. The board expects to cut its size from 12 to 11 directors after the annual meeting election.
Unterman informed the board of his decision on December 19, 2025; he has served on the board since 2010.
He will continue as a director and on the Compensation and Nominating and Corporate Governance committees until his term is complete.
The board expects to reduce its size from 12 directors to 11 immediately after the 2026 annual meeting election.
The filing states the decision is not due to any disagreement with the company.
Nutanix's board appointed Tarkan Maner, its Chief Commercial Officer since November 2019, as President and Chief Commercial Officer effective December 18, 2025. His role expands to oversee sales, marketing and customer experience, and CEO Rajiv Ramaswami remains in his position.
Appointment effective December 18, 2025, by the Board of Directors
Tarkan Maner, age 56, previously served as Chairman and CEO of Nexenta Systems, Inc. from August 2013 to September 2019
Maner's expanded responsibilities include sales, marketing and customer experience
Existing compensation arrangements remain unchanged; Rajiv Ramaswami continues as CEO
Middlesex Water's board elected Robert Hoglund, former CFO of Consolidated Edison, as a director effective January 1, 2026, and he will serve on the Audit and Enterprise Risk Committees. The company also agreed on December 19, 2025 to amend the employment agreements of CFO Mohammed G. Zerhouni and COO Gregory Sorensen, setting severance terms and short-term incentive eligibility.
Robert Hoglund elected to the board on December 19, 2025, effective January 1, 2026; filing describes him as independent
Hoglund appointed to the Audit Committee and Enterprise Risk Committee, effective January 1, 2026
Employment agreement amendments with Mohammed G. Zerhouni (SVP, CFO and Treasurer) and Gregory Sorensen (VP and COO) cover a lump sum payment and benefit continuation if terminated without cause or resigning for good reason
Executives are also made eligible for annual short-term incentive compensation
Zions Bancorporation said Paul Burdiss will retire as president and CEO of its Zions Bank division effective December 31, 2025, and that Nate Callister, currently executive vice president and executive director of commercial banking at Zions Bank, will succeed him. Burdiss has agreed to a consulting arrangement for 2026, and the filing reports no financial results, so the change affects division leadership rather than reported performance.
Paul Burdiss retires as Zions Bank president and CEO effective December 31, 2025; he joined the company in 2015 as executive vice president and chief financial officer.
Nate Callister, currently executive vice president and executive director of commercial banking at Zions Bank, will succeed Burdiss.
Under a Retirement and Consulting Agreement effective December 20, 2025, Burdiss will provide advisory services during 2026 and receive four quarterly payments of $337,582.50 each.
The agreement includes non-compete and non-solicit provisions during the consulting period and up to 12 months of company-paid COBRA premiums.
Impinj amended the employment agreement of CEO Chris Diorio, changing his severance eligibility after certain qualifying terminations, and the Compensation Committee adopted an Executive Change in Control and Severance Policy covering key executives, including CFO Cary Baker and Chief Innovation Officer Cathal Phelan. The filing describes severance terms that would apply only if a qualifying termination occurs, and it does not report any change in officer roles or any financial results.
Diorio's amendment, dated December 19, 2025, provides a lump sum of 200% of base salary and full accelerated vesting of time-based equity awards after a qualifying termination within three months before to 12 months after a change of contro
Outside a change-of-control period, Diorio would receive 12 months of base salary continuation and COBRA reimbursement for up to 12 months.
The CIC Policy provides executives a lump sum of 100% of base salary and 100% of target annual bonus after a qualifying termination within the change-in-control period.
The filing states that neither the employment agreement nor the amendment requires tax gross-up payments to Diorio.
Blackbaud entered into an amended and restated employment agreement with CEO and President Michael Gianoni, dated December 17, 2025, under which he continues in both roles and on the Board. The initial term runs from January 1, 2026 to December 31, 2027, with optional one-year renewals, and the agreement sets out his pay, annual equity awards and severance terms. The filing does not report a change in leadership, but it defines the compensation and severance Gianoni could receive, which shareholders may track.
Base salary remains $800,000 per year, subject to annual increases at the Board's discretion.
Annual equity bonus target is 100% of base salary, with a payout range of zero to 200% of target.
The Company may grant an annual equity award with a target value of $6 million to $12 million, with a payout range of zero to 250% of target.
Severance on termination without cause or for good reason includes 24 months of base salary, subject to a release of claims.
Prudential Financial announced a realignment of its senior business leadership, with leaders of its U.S. businesses, Emerging Markets, the Japan Group and PGIM reporting directly to CEO Andrew Sullivan. Caroline Feeney, global head of Retirement and Insurance, will depart as her position is eliminated in an internal reorganization, and Phil Waldeck will become head of the U.S. businesses effective February 2, 2026.
Caroline Feeney, Executive Vice President and Global Head of Retirement and Insurance, is leaving; her position is being eliminated in an internal reorganization.
Feeney remains in her current role until February 2, 2026, and is expected to stay employed for a short period after that.
Phil Waldeck, head of Multi-Asset and Quantitative Solutions at PGIM, is appointed executive vice president and head of U.S. Businesses effective February 2, 2026.
Leaders of U.S. businesses, Emerging Markets, the Japan Group and PGIM will report directly to CEO Andrew Sullivan.
Fastenal said CEO Daniel Florness will step out of the role on July 16, 2026, and resign from the Board on the same date, with no disagreement with the company or Board cited. The Board appointed President and Chief Sales Officer Jeffery M. Watts as his successor, and Florness will serve as a Strategic Advisor until early 2028 to support the transition.
Florness will step out as CEO and leave the Board effective July 16, 2026, and told the Board of the decision on December 19, 2025.
Watts, currently President and Chief Sales Officer, was appointed CEO on December 19, 2025, effective July 16, 2026.
Florness is expected to serve as a Strategic Advisor to the new CEO until early 2028, with compensation to be set by the Compensation Committee in 2026.
Florness will keep his current CEO pay through 2026; Watts is expected to join the Board after shareholders re-elect Florness at the next annual meeting.
Coty's board appointed Markus Strobel, a former Procter & Gamble executive, as Executive Chairman and Interim CEO effective January 1, 2026. Sue Nabi will leave the CEO role on December 31, 2025, and Peter Harf resigns as chairman on the same date, so the leadership transition affects shareholders directly.
Markus Strobel becomes Executive Chairman and Interim CEO effective January 1, 2026, with a base salary of $1,250,000 that drops to $1,000,000 once he is no longer interim CEO.
Sue Nabi ceases to be CEO effective December 31, 2025, and receives a lump sum of approximately $1,741,575 in lieu of notice, with about 2,083,333 restricted stock units vesting on January 2, 2026.
Peter Harf resigns as Chairman and director effective December 31, 2025, after serving as chairman since 2020.
Patricia Capel joins the board effective January 1, 2026, and the Remuneration and Nomination Committee on the same date.
Meta Platforms disclosed that director Dina Powell McCormick notified the company on December 19, 2025 that she will resign from its Board of Directors, effective immediately. The filing does not give a reason for the resignation or name a replacement.
Dina Powell McCormick notified Meta on December 19, 2025 of her resignation from the Board of Directors.
The resignation is effective immediately.
The filing does not state a reason for the departure or name a successor.
Okta expanded its board from 10 to 11 directors and appointed Rob Bernshteyn and Paul Sagan as independent directors, effective December 19, 2025. The company also disclosed that director Mary Agnes (Maggie) Wilderotter resigned from the board on December 15, 2025, for reasons unforeseen at the time of her joining, and not due to any disagreement with the company.
Board expanded from 10 to 11 directors; Bernshteyn and Sagan appointed effective December 19, 2025
Bernshteyn joins the Audit and Cybersecurity Risk committees; Sagan joins the Compensation and Nominating committees
Each new director receives $35,000 in annual board compensation and an initial grant of 5,876 restricted stock units vesting over three years
Wilderotter stepped down from the board on December 15, 2025
Toll Brothers said its Senior Vice President and Chief Accounting Officer, Michael J. Grubb, intends to retire as principal accounting officer on February 2, 2026. The company intends to appoint Erica J. Mainardi, a internal promotee with prior accounting roles at DuPont, BrightView and Ernst & Young, to succeed him effective the same date.
Michael J. Grubb, 61, has worked at the company for 22 years and has been Chief Accounting Officer since January 2018.
Erica J. Mainardi, 44, is slated to become Senior Vice President and Chief Accounting Officer effective February 2, 2026.
Mainardi joined Toll Brothers as Director, FP&A in June 2020 and was promoted to Vice President in September 2021.
The filing reports no financial results, and no arrangements or family relationships tied to the appointment.
Monarch Casino & Resort said director Yvette E. Landau will resign from the board and its Compensation and Audit committees effective January 1, 2026, and that her resignation was not due to any disagreement with the company. The board appointed Hope Taitz as a director effective the same date, subject to regulatory approvals, and named her to the Compensation and Audit committees. This is a board change with no reported effect on financial results.
Yvette E. Landau resigns from the board and Compensation and Audit committees, effective January 1, 2026; notice given December 17, 2025
Hope Taitz appointed director effective January 1, 2026, subject to applicable regulatory approvals, serving until the 2026 annual meeting
Taitz receives an annual director fee of $75,000 and a stock option grant of 6,100 shares on June 30, 2026, with additional annual grants of 6,100 shares
Kemper's former Chief Claims Officer for P&C, Duane A. Sanders, left his role effective October 22, 2025 and is serving as an executive advisor through December 31, 2025. The company terminated him without cause and entered a separation agreement with him on December 16, 2025, providing a cash severance of $2,025,000 among other benefits.
Sanders resigned as EVP and Chief Claims Officer, P&C effective October 22, 2025; advisory role runs through December 31, 2025.
Benefits include 2025 short-term incentive eligibility, 18 months of employer-paid healthcare premiums, and 12 months of financial planning services, conditioned on a release and restrictive covenants.
United Parks & Resorts' Compensation Committee approved a grant of restricted stock units worth $4 million (grant date fair value) to CEO Marc Swanson on December 15, 2025. The awards vest in tranches from December 31, 2025 through December 31, 2029, and are conditional on him remaining CEO on each vesting date.
Grant date fair value totals $4,000,000, approved December 15, 2025 under the 2025 Omnibus Incentive Plan
Tranches vest on December 31, 2025 ($500,000), June 30, 2026 ($250,000), December 31, 2026 ($250,000), and $1,000,000 each on December 31 of 2027, 2028 and 2029
Vesting requires Mr. Swanson to continue as Chief Executive Officer on each vesting date
Acadia Realty Trust said it will appoint David Buell as Chief Accounting Officer effective January 5, 2026, succeeding Richard Hartmann, who will stay with the company as Senior Vice President, Strategic Initiatives. The filing discloses Buell's $375,000 base salary and equity and cash awards, but it does not report any change to the company's financial results or outlook.
Buell, 44, most recently served as Senior Vice President and Chief Accounting Officer of Kite Realty Group Trust from 2018 to 2025.
Buell's pay includes a $375,000 annual base salary, a one-time $500,000 equity award with five-year cliff vesting, and a signing award of up to $245,000 in cash and up to $245,000 in equity.
Hartmann has been with the company since 1997 and Chief Accounting Officer since 2012.
Dycom Industries director Luis Avila-Marco notified the board on December 18, 2025, that he will retire at the 2026 Annual Meeting of Shareholders rather than seek reelection. The company said the decision did not stem from any disagreement over its operations, policies or practices, and it expects to reduce the board from 10 to 9 members after his retirement.
Director Luis Avila-Marco notified the board on December 18, 2025 of his decision
He will retire from the board as of the 2026 Annual Meeting of Shareholders
No disagreement with the company on operations, policies or practices, per the filing
Board size expected to fall from 10 to 9 members upon his retirement
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