AUDIOEYE INC 8-K

What Happened

• AudioEye announced on June 17, 2026 that its Board approved the election of Matthew Domeyer as Chief Financial Officer, effective July 20, 2026. He will replace Kelly Georgevich, who became CEO on May 4, 2026. Mr. Domeyer, age 43, has nearly 20 years of finance experience, most recently serving as Corporate Controller of Flexsteel Industries since January 2022. The company filed an Executive Employment Agreement as Exhibit 10.1 to the 8-K.

Key Details

• Base salary: $350,000 per year.
• One-time signing bonus: $75,000 (must be repaid if terminated for Cause or if he leaves without Good Reason before the first anniversary).
• Equity grant: 36,000 stock units on the Effective Date:
  • 3,000 RSUs signing award vesting in full on the first anniversary;
  • 15,000 time-based RSUs vesting in scheduled tranches (2,975 on Sept 30, 2026; 3,750 on Dec 31, 2026; 3,750 on Mar 31, 2027; 3,750 on Jun 30, 2027; 775 on Jul 20, 2027);
  • 18,000 PSUs (9,781 tied to 2026 performance targets; 8,219 tied to 2027 budget targets).
• Severance/benefits on qualifying termination (company termination other than for death, Disability or Cause, or resignation for Good Reason): reimbursement of business expenses, earned salary, and a separation payment equal to 12 months’ base salary if termination occurs before the one-year anniversary (or six months’ base salary if on/after the one-year anniversary); COBRA premiums paid for up to 12 or 6 months depending on timing.
• Change of Control: if a Change of Control occurs and he is terminated (or resigns for Good Reason) within 12 months, all unvested RSUs will fully vest and PSUs will vest based on deemed achievement at target.

Why It Matters

• A CFO transition is material for investors because the CFO oversees financial reporting, controls, and investor communication. The employment terms quantify near-term cash and equity costs and outline severance and change-of-control protections that affect governance and potential compensation expense. The inclusion of performance-based PSUs ties part of Domeyer’s pay to company performance for 2026 and 2027, aligning incentives with company targets. The company filed the full Employment Agreement and a related press release with the 8-K.