Tessera Defense and Homeland Security (HLSQ) Proxy filing summary

Executive summary

• October 7, 2026 employment agreements set compensation for CEO Michael Oster and CFO David Rokach; equity awards are conditional on stockholder approval of an expanded 2026 Equity Incentive Plan.

• A Special Meeting is scheduled for October 20, 2026 to consider increasing plan shares from 685,000 to 6,000,000; NYSE American approval to list underlying shares is also required.

Voting matters and shareholder proposals

• Stockholders are asked to approve the plan amendment increasing shares reserved for issuance from 685,000 to 6,000,000 at the October 20, 2026 Special Meeting.

• The proposed amendment is a condition to Oster's and Rokach's specified equity awards; the awards also require applicable corporate approvals, and listing approval for the underlying shares.

Board of directors and corporate governance

• The Compensation Committee and Board approved Oster's and Rokach's agreements on October 7, 2026; each executive is excluded from discussion and voting on approval of his own agreement.

• Oster reports to the boards of the parent and Israeli subsidiary; his duties include strategy, risk management, financial reporting, compliance and investor relations.

• Rokach serves as CFO, reports to Oster at the subsidiary, and shares board oversight; Oster is also acting Chairman of subsidiary boards.