LGL GROUP INC 8-K

What Happened

• The LGL Group, Inc. (LGL) announced on Jan 16, 2026 (Compensation Committee recommendation Dec 19, 2025) that its Board approved updated compensation for Executive Chairman Marc Gabelli. Key actions include a new annual base salary, and multiple equity awards (stock options and restricted stock) granted under the Company’s 2021 Incentive Plan.

Key Details

• Base salary: $250,000 annually, effective Jan 1, 2026, subject to annual Board review and allocated across his Company roles.
• 100,000 Option Grant: options to purchase 100,000 shares; vesting: 60% immediately, 20% on the 1st anniversary, 20% on the 2nd anniversary; exercise price = fair market value on grant date; 5-year term; vesting conditioned on continued service for applicable dates.
• One-time equity award: (a) 50,000 options vesting immediately with exercise price = 120% of fair market value on grant date and 5-year term; (b) 50,000 restricted shares with vesting in three equal installments (1/3 immediate, 1/3 at 1 year, 1/3 at 2 years).
• Mr. Gabelli remains eligible for Company executive benefit plans and perquisites. The awards are governed by the applicable award agreements and the 2021 Incentive Plan.

Why It Matters

• These changes increase Mr. Gabelli’s equity stake potential and align compensation with stock performance (notably the 120% exercise price on the 50,000-option grant). Immediate vesting portions mean some equity is realizable right away, while other pieces are time-based to retain him over two years. The option terms (5-year life) and exercise prices affect potential dilution and future insider selling/ownership dynamics. Investors should review the full award agreements and the Plan for complete terms and to assess potential share-count impact.