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STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Incentive Compensation Plan

    The Company maintains the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated on May 24, 2016 and further amended on September 14, 2020, May 17, 2022, and August 22, 2025 (the “ISAP”), pursuant to which it can issue equity-based compensation incentives to eligible participants. The ISAP permits the granting of stock options, restricted stock, restricted stock units, and other types of equity-based awards. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) will establish such conditions as it deems appropriate for the granting or vesting of stock options, restricted stock, restricted stock units and other types of equity-based awards. As determined by the Compensation Committee, equity awards may also be subject to immediate vesting upon the occurrence of certain events including death, disability, retirement or a change in control of the Company. When we make grants of restricted stock or restricted stock units to our executive officers, including the named executive officers, we enter into Restricted Stock Agreements and Restricted Stock Unit Agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer or a change in control of our Company. For awards of restricted stock granted beginning on November 6, 2015, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the shares of restricted stock will fully vest and the restrictions imposed upon the restricted stock will be immediately deemed to have lapsed. For awards of restricted stock units granted beginning on March 10, 2016, effective upon a change in control of our Company, if the executive is employed by us or an affiliate of ours immediately prior to the date of such change in control and is subsequently terminated within 12 months following the date of such change in control, the restricted stock units will fully vest and the restrictions imposed upon the restricted stock units will be immediately deemed to have lapsed. The Company primarily grants restricted stock and restricted stock units to its employees. A restricted stock unit is equivalent to one share of the Company’s common stock and is payable only in common stock of the Company issued under the ISAP.

    The Compensation Committee administers the ISAP and may designate any of the following as a participant under the ISAP: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants or other independent contractors who provide services to the Company or its affiliates, and non-employee directors of the Company. On August 21, 2025, the Company’s stockholders at the 2025 Annual Meeting of Stockholders approved amendments to the ISAP to, among other things, increase the number of shares of the Company’s common stock that are reserved for issuance by 400,000 shares and to permit the issuance of 175,000 shares of the Company’s preferred stock. As of March 31, 2026, there were 109,951 shares of the Company’s common stock available for future issuance under the ISAP.
All share issuances related to stock compensation plans are issued from the aforementioned stock available for future issuance under stockholder approved compensation plan.

In February 2026, the Compensation Committee approved the Company’s 2026 long‑term incentive program (the “2026 LTIP”) under the ISAP. The 2026 LTIP is intended to incent long‑term shareholder value creation over a three‑year performance period from January 1, 2026 through December 31, 2028 and provides for awards in the form of restricted stock units (“RSUs”) that may be earned based on the achievement of pre‑established performance goals and continued service. Awards under the 2026 LTIP are currently denominated in the Company’s common stock; no preferred stock has been issued in connection with the 2026 LTIP.

For the three months ended March 31, 2026, the Company granted a total of 251,694 RSUs to employees, comprised of: (i) 105,818 performance-based RSUs subject to performance conditions; (ii) 140,173 performance-based RSUs granted under the 2026 LTIP for the three-year period; and (iii) 5,703 time-vested RSUs not subject to performance conditions. The 5,703 time-vested RSUs vest on the first anniversary of the grant date, with each RSU representing the right to receive one share of the Company's common stock upon settlement.
For the three months ended March 31, 2025, the Company granted 46,688 restricted stock units subject to performance vesting conditions for the year ended December 31, 2025. In connection with the merger completed on August 22, 2025, the Company converted unvested RSU awards previously granted under SOC’s equity incentive plans using an exchange ratio of 0.23 shares of the Company’s common stock for each SOC share. As of the merger date, the assumed awards consisted of 22,717 performance-based RSUs and 6,046 time-based RSUs. These assumed awards remain subject to their original vesting terms and conditions and are recognized as part of the Company’s ongoing stock-based compensation expense.
A summary of the quantity and vesting conditions for stock-based units granted to the Companys employees for the three months ended March 31, 2026 was as follows:
Vesting conditionsNumber of Restricted Stock Units Granted
Performance and service conditions - Type 1 (1) (3)
10,695 
Performance and service conditions - Type 1 (2) (3)
235,296 
Service conditions only - Type 2 (4)
5,703 
Total shares of stock award granted251,694 

1.The performance conditions with respect to restricted stock units may be satisfied as follows: 
a.For grants to Corporate office employees subject to 2025 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a group adjusted EBITDA.

2.The performance conditions with respect to restricted stock units may be satisfied as follows: 
a.For grants to Corporate office employees subject to 2026 performance conditions, 100% of the restricted stock units may be earned on the basis of performance as measured by a group adjusted EBITDA, corporate costs, and other qualitative factors.

3.To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows:
a.33% for Type 1 of the restricted stock units will vest on the first anniversary of the grant date;
b.33% for Type 1 of the restricted stock units will vest on the second anniversary of the grant date; and
c.34% for Type 1 of the restricted stock units will vest on the third anniversary of the grant date; provided that, in each case, the employee remains employed by the Company from the grant date through the applicable service vesting date.

4.To the extent restricted stock units are earned, such restricted stock units will vest on the basis of service as follows
a.100% for Type 2 of the restricted stock units will vest on the first anniversary of the grant date.

The Company also maintains the Director Deferred Share Plan (the “Director Plan”) as part of the ISAP pursuant to which it can issue restricted stock units to its non-employee directors. A restricted stock unit is equivalent to one share of the Company’s common stock, and prior to the acquisition of SOC were payable in common stock issued under the ISAP upon a director ceasing service as a member of the Company’s Board. Restricted stock units granted to directors vest over one year. Restricted stock units issued under the Director Plan contain the right to a dividend equivalent award in the form of additional restricted stock units. The dividend equivalent award is calculated using the same rate as the cash dividend paid on a share of the Company’s common stock, and then divided by the closing price of the Company’s common stock on the date the dividend is paid to determine the number of additional restricted stock units to grant. Dividend equivalent awards have the same vesting terms as the underlying awards. During the three months ended March 31, 2025, the Company granted a total of 3,836 RSUs to its non-employee directors.

As of March 31, 2026, 12,169 restricted stock units are deferred under the Company’s ISAP.

For the three months ended March 31, 2026 and 2025, the Company’s stock-based compensation expense related to restricted stock units and restricted shares of common stock were as follows:
Three Months Ended
 March 31,
20262025
Restricted stock units 484 386 
Total$484 $386 
 
Restricted Stock Units

    As of March 31, 2026, the Company had $3,705 of unrecognized stock-based compensation expense related to outstanding unvested restricted stock units. The Company expects to recognize that cost over a weighted average service period of 1.1 years. Restricted stock units have no voting or dividend rights until the awards are vested.

    Changes in the Company’s restricted stock units for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31, 2026
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2026
62,266 $13.64 197,485 $11.75 259,751 $12.20 
Granted245,991 $9.92 5,703 $10.96 251,694 $9.94 
Vested(16,328)$13.03 (3,186)$13.14 (19,514)$13.05 
Forfeited(23,508)$13.16 — $— (23,508)$13.16 
Unvested restricted stock units at March 31, 2026
268,421 $10.31 200,002 $11.71 468,423 $10.91 
 (a)    The number of shares earned above target are based on the performance target established by the Compensation Committee at the initial grant date.

Three Months Ended March 31, 2025
Performance-basedTime-based/Director Total
Number of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair ValueNumber of Shares of Restricted Stock UnitsWeighted Average Grant-Date Fair Value
Unvested restricted stock units at January 1, 2025
55,591 $17.58 128,474 $14.96 184,065 $15.75 
Granted46,688 $13.28 3,836 $10.30 50,524 $13.05 
Vested(3,373)$30.00 (4,249)$10.71 (7,622)$19.24 
Forfeited(47,647)$14.51 (340)$38.77 (47,987)$14.69 
Unvested restricted stock units at March 31, 2025
51,259 $15.70 127,721 $14.90 178,980 $15.13