Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) announced on October 7, 2026, that it has entered into an employment agreement with Chief Executive Officer Michael Oster. The agreement, approved by the Company’s Compensation Committee and Board of Directors, details Oster’s compensation structure and was finalized on the same date. Oster was appointed CEO on March 4, 2026, and has not received remuneration during that interim period.
Under the agreement, Oster is entitled to a monthly salary of NIS 55,000, which is approximately $18,000. He is also eligible for an annual performance-based cash bonus of up to 50% of his base salary. A significant portion of his equity compensation is tied to the Company’s earnings, specifically EBITDA per share, which is defined as earnings before net financing expenses, income taxes, depreciation, and amortization, divided by the weighted average number of shares outstanding.
The equity awards are subject to stockholder approval at a Special Meeting scheduled for October 20, 2026. If approved, Oster will receive 400,000 fully vested shares of common stock in recognition of his prior contributions. Additionally, he is granted 1,000,000 restricted stock units, with 25% vesting on December 31, 2026, and the remaining 75% vesting in equal quarterly installments over the following 24 months. He also holds an option to purchase 1,000,000 shares at an exercise price of $1.15 per share, exercisable for two years from the agreement date.
Performance-based grants for fiscal years 2027 and 2028 are also outlined. For fiscal year 2027, Oster will receive 200,000 shares if EBITDA per share exceeds $0.05, plus an additional 100,000 shares for each full cent above that threshold, up to a maximum of 500,000 shares. For fiscal year 2028, the threshold is set at $0.10 per share, with the same structure applying. These awards will be granted within 30 days after the Board approves the annual financial statements for the respective year.
The agreement also outlines severance terms. If the Company terminates the agreement without cause, or if Oster resigns for good reason, he is entitled to six months of base salary, subject to a 30-day cure period. In the event of a change in control, these benefits extend to 12 months of base salary, a pro rata annual bonus, full vesting of unvested equity awards, and an extension of option exercise periods.
The filing also details a separate employment agreement for Chief Financial Officer David Rokach. Rokach, appointed in February 2026, is entitled to a monthly salary of NIS 35,000 (approximately $11,500) and 180,000 fully vested shares of common stock. The agreements include standard confidentiality, non-competition, and non-solicitation covenants.
