Form 4: Hackett Group CEO's Stock Vesting & Tax Sale

Hackett Group CEO Ted A. Fernandez reported the vesting of performance stock units and subsequent sale of shares for tax obligations.

Summary

• Ted A. Fernandez, Chairman and CEO of The Hackett Group, Inc. (HCKT), reported transactions on September 16, 2025.
• Acquired 262,295 shares of Common Stock upon the vesting of performance restricted stock units (PRSUs).
• Disposed of 103,213 shares of Common Stock to satisfy tax withholding obligations related to the PRSU vesting.
• Following these transactions, direct beneficial ownership of Common Stock is 1,850,465 shares, which includes 131,913 unvested RSUs.
• Indirect beneficial ownership includes 69,948 shares held by the Christina Fernandez Irrevocable Trust (1998) and 87,143 shares by the Ted A. Fernandez, Jr. Irrevocable Trust (1998).
• Remaining derivative securities beneficially owned are 524,590 performance restricted stock units.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction related to executive compensation, specifically the vesting of performance-based stock units and subsequent tax-related sales. This is a neutral event, reflecting the execution of a pre-existing compensation plan rather than new operational or financial performance.

Positives

• The vesting of 262,295 performance restricted stock units indicates the achievement of the first of three pre-established stock price hurdles, aligning management's compensation with shareholder value creation.

Negatives

• A disposition of 103,213 shares of Common Stock occurred to cover tax withholding obligations, which reduces the direct beneficial ownership of the CEO.

Future Outlook

The remaining performance restricted stock units are contingent upon the achievement of additional pre-established stock price hurdles during the performance period ending December 31, 2028. Vesting for the second and third stock price hurdles may not occur until the second and third anniversary of the grant date, respectively, requiring continued service through those dates.

Industry Context

This filing details a routine insider transaction related to executive compensation, which is a common practice across various industries to align management incentives with company performance. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Indirect beneficial ownership of Common Stock through the Christina Fernandez Irrevocable Trust (1998) and the Ted A. Fernandez, Jr. Irrevocable Trust (1998).

Stakeholder Impact

• Shareholders may view the vesting of performance-based units as a positive indicator of management's alignment with stock performance and value creation.
• The disposition of shares for tax withholding is a standard practice and has a minimal impact on overall stakeholder perception.

Next Steps

• Potential future vesting of the remaining 524,590 performance restricted stock units upon achievement of the second and third stock price hurdles.
• Continued service by the CEO through the second and third anniversaries of the grant date (September 16, 2024) for the remaining PRSUs to vest.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the vesting of performance-based equity and a subsequent sale for tax purposes. While the vesting indicates the achievement of performance hurdles, which is generally positive, the transaction itself is a standard compensation event and does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

HCKT, Hackett Group, Ted Fernandez, CEO, insider transaction, stock vesting, performance units, Form 4, equity compensation