AUDIOEYE INC 8-K

What Happened
AudioEye, Inc. (NASDAQ: AEYE) announced on May 4, 2026 that CFO Kelly Georgevich was elected Chief Executive Officer and added to the Board, and former CEO David Moradi was elected Executive Chairman of the Board and Chief Product Officer. The company filed amended employment agreements for both executives and attached a press release to the 8‑K.

Key Details

• Kelly Georgevich: named CEO and director (board size increased); will continue as CFO until a successor is found. Annual base salary: $450,000. One-time cash bonus: $28,877 (pro rata for 2026). Awards on May 4, 2026: 50,000 RSUs and 60,000 PSUs; also received 2,264 fully vested shares. Existing unvested time‑based RSUs were pro‑rata vested through the Effective Date.
• David Moradi: moved from CEO to Executive Chairman and Chief Product Officer. Base cash salary remains $1; company pays health benefits up to $10,000/year. Awards on May 4, 2026: 58,000 RSUs and 69,600 PSUs. Outstanding unvested RSUs and performance shares were treated per his amended agreement (some forfeited; certain vesting triggers apply).
• Severance & change‑of‑control: If AudioEye terminates Georgevich without cause (or she leaves for “Good Reason”), she is eligible for six months’ base salary plus COBRA continuation for up to six months (subject to release conditions). On a Change of Control, unvested RSUs/PSUs for Georgevich accelerate/vest (PSUs at target) if she is terminated within 12 months after the transaction. Moradi’s agreement contains accelerated vesting on certain terminations and a tax "gross‑up" for parachute excise taxes.

Why It Matters
A leadership change—promoting the CFO to CEO and shifting the founder/former CEO to an executive chair/product role—is a material governance and management update that investors should note. The employment agreements show the company is using equity awards (RSUs and PSUs) and severance protections to retain and align both executives with near‑term performance targets and potential change‑of‑control outcomes. These arrangements affect executive incentives, potential share dilution from equity awards, and future compensation expense recognized in filings. The company also filed a press release (Exhibit 99.1) announcing these changes.