Enerpac Tool Group Corporation
10/27/2026 | Press release | Distributed by Public on 10/27/2026 15:14
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The executive compensation philosophy of the Board of Directors (the "Board") of Enerpac Tool Group Corp. (the "Company") is focused on creating long-term value for shareholders, as well as driving key employee engagement and retention. In line with this philosophy, on October 26, 2026, Enerpac Tool Group Corp. (the "Company") and its President and Chief Executive Officer, Paul Sternlieb, entered into a First Amendment to the Offer Letter dated as of October 26, 2026 (the "Amendment"). The Amendment amends the Offer Letter between the Company and Mr. Sternlieb dated September 22, 2021 (the "Offer Letter") to, among other things, address the treatment of equity and cash incentive awards upon Mr. Sternlieb's retirement after a specified date and during subsequent annual window periods thereafter. The Amendment was approved by the Company's Board of Directors to provide an additional incentive for Mr. Sternlieb to remain as the Company's President and Chief Executive Officer and to continue to focus on growth and shareholder value creation, as well as retain him as the Company's CEO for the next several years, with a retirement date no earlier than July 31, 2030.
Under Mr. Sternlieb's leadership, the Company has created meaningful shareholder value, improved operational efficiency and productivity, expanded EBITDA and free cash flow, and built a strong foundation for profitable growth. The Company has also recently signed a definitive agreement to acquire Specialized Fabrication Equipment Group LLC (SFE Group), which will add a premium brand platform of complementary products with a record of strong growth and profitability, while expanding the Company's presence in higher-growth end markets and geographies.
The Board also believes that the Amendment facilitates the orderly transition of responsibilities in the event Mr. Sternlieb determines to retire from the Company in 2030 or thereafter by creating certain windows in which Mr. Sternlieb can notify the Board of his intent to retire and providing for a 180-day notification period. The amendment does not increase Mr. Sternlieb's base salary, target annual incentive opportunity, or annual long-term equity award opportunity, and does not provide for any additional or special long-term incentive grant.
The Amendment provides that if during any defined window period, which is initially the month of February 2030 and is subsequently each period from November 1 to the last day of the following February, Mr. Sternlieb notifies the Company of his intention to retire from the Company on a date that is 180 days after the date of such notice or such earlier date as he and the Company then agree (the "Retirement Date") and Mr. Sternlieb continues his employment to the Retirement Date, voluntarily terminates his employment on the Retirement Date, and delivers to the Company his signed waiver and release in the form appended to the Amendment which remains in effect, then:
•each restricted stock unit awarded by the Company to Mr. Sternlieb that vests based solely on continued employment through specified dates ("RSUs"), that is unvested as of the date of his retirement notice, and that would not vest in accordance with its regular vesting schedule prior to the Retirement Date would vest on the Retirement Date and would be paid out, generally, 60 days after the Retirement Date;
•each performance-based restricted stock unit awarded by the Company to Mr. Sternlieb with payout based on the achievement of specified performance measures ("PSUs"), that is unvested as of the date of his retirement notice, and that would not vest prior to the Retirement Date in accordance with its regular vesting schedule would not be prorated based upon his termination date, but would continue to vest for the entire performance period based on the actual achievement of the specified performance measures, and would be paid out, generally, 60 days after the end of the relevant performance period; and
•Mr. Sternlieb would be entitled to receive the full amount of his annual incentive bonus for the fiscal year in which the Retirement Date occurs based on actual Company performance, to be paid in the same manner and at the same time as the annual bonus for such fiscal year is paid by the Company to its other executive officers.
The Amendment also provides that any stock option, stock appreciation right, or other equity or long-term incentive award held by Mr. Sternlieb and outstanding as of the date of his retirement notice would be treated in the same manner as an RSU or a PSU, as applicable, depending on whether the award is earned solely on the basis of continued employment or in part on the basis of performance criteria, and that any such stock option or stock appreciation right would remain exercisable through the end of its original term.
The Amendment provides for the same treatment in the event of Mr. Sternlieb's death or disability occurring after giving such notice and before the Retirement Date. The Amendment further provides that in the event, following delivery of the retirement notice by Mr. Sternlieb, that the Company and Mr. Sternlieb agree to accelerate Mr. Sternlieb's separation of employment to a date earlier than the Original Retirement Date (as defined in the Amendment, the date that is 180 days after the date of the retirement notice) and Mr. Sternlieb remains employed through such accelerated date, Mr. Sternlieb would be entitled to receive a lump sum payment equal to his base salary for the period from the accelerated date through the Original Retirement Date.
None of the currently outstanding RSUs and PSUs awarded to Mr. Sternlieb is affected by the Amendment, as each such RSU and PSU is scheduled to fully vest, based on Mr. Sternlieb's continued employment, prior to 2030.
The Amendment additionally modifies the Change in Control Agreement dated as of October 8, 2021 between the Company and Mr. Sternlieb to replace in the definition of "Triggering Event" the clause "(B) a material reduction in Executive's bonus opportunity" with "(B) a material reduction in Executive's bonus opportunity or a material reduction in Executive's annual equity grant or long-term incentive award opportunity" and revises the modifications in the Offer Letter to the benefits to which Mr. Sternlieb will be entitled under the Company's Senior Officer Severance Plan to 2 times (from 1.5 times) Base Salary, to 2 times (from 1.5 times) Annual Incentive Amount, to 24 months (from 18 months) of the monthly premiums the Company pays for welfare benefits, and up to $50,000 (from $10,000) as reimbursement for Mr. Sternlieb's legal fees to enforce the terms of the Senior Officer Severance Plan (as such capitalized terms are defined therein). The Amendment further provides for reimbursement to Mr. Sternlieb of up to $50,000 for his legal fees incurred with respect to the preparation and negotiation of the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
Enerpac Tool Group Corporation published this content on October 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 27, 2026 at 21:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]