Enerpac Tool Group Corp. filed a Form 8-K on October 27, 2026, disclosing that on October 26, 2026, it entered into a First Amendment to the Offer Letter with President and Chief Executive Officer Paul Sternlieb, establishing retirement-related equity and cash incentive treatment and setting a retirement date no earlier than July 31, 2030.

Key Highlights

  • Amendment dated October 26, 2026: Enerpac Tool Group and CEO Paul Sternlieb signed the First Amendment to the Offer Letter originally dated September 22, 2021.
  • Earliest retirement date is July 31, 2030: The amendment sets a floor on Mr. Sternlieb's retirement, with initial window periods beginning in February 2030.
  • 180-day retirement notice period: Mr. Sternlieb must provide 180 days of notice within defined window periods to trigger the retirement vesting provisions.
  • RSUs vest on Retirement Date; PSUs continue through full performance period: Unvested RSUs would vest on the Retirement Date and be paid out generally 60 days after; unvested PSUs would continue for the entire performance period based on actual results, paid out generally 60 days after the end of the relevant performance period.
  • Severance multiples increased: The amendment revises severance terms to 2 times (from 1.5 times) Base Salary, 2 times (from 1.5 times) Annual Incentive Amount, 24 months (from 18 months) of welfare benefit premiums, and up to $50,000 (from $10,000) in legal fee reimbursement under the Senior Officer Severance Plan.
  • No changes to current pay or equity grants: According to the filing, the amendment "does not increase Mr. Sternlieb's base salary, target annual incentive opportunity, or annual long-term equity award opportunity, and does not provide for any additional or special long-term incentive grant."
  • Up to $50,000 legal fee reimbursement for the amendment itself: The filing discloses reimbursement to Mr. Sternlieb of up to $50,000 for legal fees incurred in connection with the preparation and negotiation of the amendment.

Enerpac Tool Group Revises CEO Compensation and Retirement Terms

Enerpac Tool Group Corp. (NYSE:EPAC) disclosed that its Board of Directors approved a First Amendment to the Offer Letter with Paul Sternlieb, the company's President and Chief Executive Officer, effective October 26, 2026. According to the filing, the amendment was designed "to provide an additional incentive for Mr. Sternlieb to remain as the Company's President and Chief Executive Officer" and to retain him for the "next several years, with a retirement date no earlier than July 31, 2030."

The filing describes defined window periods during which Mr. Sternlieb may notify the company of his intent to retire. The initial window is February 2030, with subsequent windows running from November 1 through the last day of the following February. If Mr. Sternlieb provides a 180-day notice within such a window, continues employment through the Retirement Date, and delivers a signed waiver and release, unvested RSUs would vest on the Retirement Date and be paid out generally 60 days later, while unvested PSUs would not be prorated but would continue to vest based on actual performance for the full performance period, with payout generally 60 days after that period's end. Mr. Sternlieb would also receive his full annual incentive bonus for the fiscal year in which the Retirement Date falls, based on actual company performance, paid in the same manner as bonuses paid to other executive officers.

The amendment also modifies the Change in Control Agreement dated October 8, 2021, expanding the definition of "Triggering Event" to include "a material reduction in Executive's annual equity grant or long-term incentive award opportunity" alongside the existing provision regarding bonus opportunity reductions. The filing notes that none of the currently outstanding RSUs and PSUs awarded to Mr. Sternlieb is affected by the amendment, as each is scheduled to fully vest prior to 2030. The filing also notes the company has recently signed a definitive agreement to acquire Specialized Fabrication Equipment Group LLC (SFE Group). Forward-looking statements in the filing are subject to risks and uncertainties as described in the company's Risk Factors.

What Was Disclosed

Enerpac Tool Group filed an 8-K reporting a First Amendment to its CEO's Offer Letter, adjusting retirement equity vesting treatment, severance multiples, Change in Control Agreement terms, and setting July 31, 2030 as the earliest permissible retirement date for Paul Sternlieb.