Tessera Defense and Homeland Security Inc. announced an employment agreement for Chief Executive Officer Michael Oster on October 7, 2026, featuring equity compensation tied directly to future earnings milestones. The agreement includes options to purchase up to 1,000,000 shares of common stock at an exercise price of $1.15 per share, alongside 1,000,000 restricted stock units vesting over a three-year period.
The company filed details of the arrangement in a Form 8-K with the Securities and Exchange Commission. Oster took over as chief executive on March 4, 2026, and also serves as acting chairman of the board of directors for the company’s subsidiaries.
Oster Receives Shares Based on Financial Metrics
Under the terms of the agreement, Oster receives 400,000 fully vested shares of common stock in recognition of his service since March 2026. However, the realization of additional share grants depends on meeting specific financial metrics. For fiscal year 2027, Oster is entitled to 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 company applies an identical structure above a baseline threshold of $0.10 per share, also capping the maximum award at 500,000 shares. Tessera defines EBITDA as earnings before net financing expenses, income taxes, depreciation, and amortization, calculated from audited consolidated financial statements prepared under U.S. GAAP. Both EBITDA and EBITDA per share are non-GAAP financial measures.
Stockholders Must Approve Increase in Available Shares
All equity awards granted to Oster require corporate authorization before taking effect. These prerequisites include stockholder approval of an increase in the number of shares available under the company’s 2026 Equity Incentive Plan, as well as authorization from the NYSE American for the listing of the underlying shares.
The company scheduled a Special Meeting of Stockholders for October 20, 2026, to vote on the necessary amendments to the equity incentive plan. Tessera filed a definitive proxy statement and plans to issue a supplement outlining the specific awards.
Tessera Raises Capital Through Offerings and Credit
The announcement accompanies broader capital-raising efforts by the company. Tessera raised more than $6 million in net proceeds through an at-the-market offering program at an average net price of approximately $1.15 per share, adjusted for a one-for-ten reverse stock split. An existing financing source agreed to expand the company's available resources by $5 million through a new line of credit.
Director Reuven Yeganeh credited Oster with steering the company through a significant operational shift. “Michael has led Tessera through a fundamental transformation,” Yeganeh said, noting the company’s transition from biotechnology into defense and homeland security technology, alongside the acquisitions of Zorronet and DFSL.
Oster expressed support for the performance-based structure of the compensation package. “Linking a significant part of my compensation to EBITDA per share reflects my conviction in our path to profitable growth,” Oster said.
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