SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENT

SUBSEQUENT EVENT

On November 13, 2025, Hudson Talent Solutions, LLC (“HTS”) and Jacob Zabkowicz, Global Chief Executive Officer for HTS, entered into an amended and restated executive employment agreement (the “Amended Employment Agreement”), to the executive employment agreement, dated as of October 6, 2023 between the Company and Jacob Zabkowicz (the “Original Employment Agreement”). Pursuant to the Amended Employment Agreement, the Company will employ Mr. Zabkowicz as the Global Chief Executive Officer of HTS until November 15, 2029, with automatic, annual extensions for additional one-year terms.

The principle compensation changes that the Amended Employment Agreement made to the to the Original Employment Agreement are: (i) Mr. Zabkowicz’s annual base salary was increased from $400,000 to $450,000; (ii) in lieu of being eligible to receive a cash bonus of up to $400,000, contingent on achievement of certain performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Series A Preferred Stock in the Company (“Preferred Stock”) commencing with the fiscal year ending December 31, 2026 contingent on achievement of pre-established EBITDA goals, as determined by the Board or the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and Mr. Zabkowicz’s continued employment with the Company

through the last day of the fiscal year (“EBITDA Bonus”); and (iii) in lieu of being eligible to receive a cash bonus of up to $300,000, contingent on achievement of certain other pre-established performance goals, Mr. Zabkowicz is eligible to receive an annual bonus made up of (a) a cash bonus of up to $250,000 and (b) 15,000 shares of Preferred Stock commencing with the fiscal year ending December 31, 2026 contingent on achievement of pre-established gross profit goals, as determined by the Board or the Compensation Committee , and Mr. Zabkowicz’s continued employment with the Company through the last day of the fiscal year (“Gross Profit Bonus”). In lieu of receiving an award of restricted stock units (“RSUs”) to receive shares of the Company’s Stock with a grant date fair market value of $1,000,000, Mr. Zabkowicz shall receive a cash bonus of $333,000 and a grant of RSUs with a grant date fair market value of $667,000 and which shall vest 1/3 on the first anniversary of the date of the Amended Employment Agreement, 1/3 on the second anniversary of the date of the Amended Employment Agreement, and 1/3 on the third anniversary of the date of the Amended Employment Agreement. Additionally, the $333,000 cash bonus must be repaid by Mr. Zabkowicz in its entirety to the Company in the event Mr. Zabkowicz terminates his employment without Good Reason or the Company terminates Mr. Zabkowic’s employment for Cause prior to the first anniversary of the date of the Amended Employment Agreement, and 2/3 of the cash bonus must be repaid by Mr. Zabkowicz to the Company in the event of such a termination after the first anniversary and prior to or on the second anniversary of the date of the Amended Employment Agreement, and 1/3 of the cash bonus must be repaid by Mr. Zabkowicz to the Company in the event of such a termination after the second anniversary and prior to or on the third anniversary of the date of the Amended Employment Agreement.

A more complete description of the Amended Employment Agreement is included under Item 5, and is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 10-Q.

On November 14, 2025, Star announced that its Board of Directors declared a cash dividend to holders of the Company’s Preferred Stock of $0.25 per share. The record date for this dividend is December 1, 2025, and the payment date is December 10, 2025.