GSE Systems (GVP) CEO Loudermilk received 56,259 shares

Insider transactions reported

Kyle Justin Loudermilk (President & CEO at GSE Systems Inc., GVP) reported that they received 56,259 shares, and acquired 2,500 shares, and gave up 23,539 shares at $2.34 to cover taxes or an exercise price on Mar 31, 2024. After these transactions the filing shows 183,963 shares held directly.

Reporting person

Loudermilk Kyle Justin

Role

President & CEO

Options and other derivatives

Holdings before and after

• Common Stock: 148,743 to 183,963 direct
• Performance Rights: 48,563 to 49,813 direct

Footnotes from the filing

1. 1. Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 2,220 restricted share units pursuant to one restricted share unit agreement between the Reporting Person and the Issuer.
2. 2. Each performance right (PR) is a contingent right to receive one share of lssuer Common Stock. PRs vest upon satisfaction of a Service Condition (SC) and a Stock Price Performance Condition (SPPC). The SC is satisfied for sixteen dates (3/31/2022, 6/30/2022, 9/30/2022, I2/31/2022,3/31/2023. 6/30/2023, 9/30/2023, 12/31/2023, 3/31/2024, 6/30/2024, 9/30/2024, 12/31/2024, 3/31/2025, 6/30/2025, 9/30/2025, and 12/31/2025) if the Issuer has continuously employed the reporting person through that SC date, and 2,500 PRs then will be eligible to vest if the SPPC also has been met. The SPPC requires the Volume Weighted Average Price of the Issuer's Common Stock as quoted on NASDAQ to be at least $1.94 measured over a 20 consecutive trading day period. If the SPPC has not yet been met, then PRs eligible to vest due to satisfaction of a SC shall aggregate and vest upon later satisfaction of the SPPC. Once the SPPC is me PRs that remain unvested shall vest upon satisfaction of each future SC.
3. 3. On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 966 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 2,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.
4. 4. On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 1,250 PRs. Pursuant to the restricted share unit agreement between the Reporting Person and the Issuer, a cash payment was made to the Reporting Person in an amount equal to 1,250 multiplied by the fair market value per share of Issuer Common Stock as of March 31, 2024.
5. 5. These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer.
6. 6. Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 56,259 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.

Transaction codes in this filing

Grant or award:

Code A marks a grant or award from the company under an exempt employee or director plan. Usually nothing is paid for it.

Exercise or conversion of a derivative:

Code M marks the exercise or conversion of an option or other derivative under an exempt plan.

Shares withheld for taxes or exercise price:

Code F marks shares handed back or withheld to pay taxes or an exercise price. No sale happens in the market.

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