Exyn Technologies Adopts Director Pay Plan; CEO Salary & Option Increased

What Happened

• Exyn Technologies, Inc. (EXYN) filed an 8‑K reporting that on August 3, 2026 the Board adopted a Non‑Employee Director Compensation Program and approved changes to CEO Brandon Torres Declet’s pay. The Director Compensation Program took effect August 3, 2026 and the Board granted initial option awards to four non‑employee directors. The Board also increased the CEO’s base salary (retroactive to the IPO close) and approved a 109,000‑share stock option for him.

Key Details

• Director cash retainer: $40,000 annually; Lead Independent Director receives an additional $20,000. Directors may elect to receive some/all cash in stock options or RSUs in lieu of cash.
• Committee retainers: $4,000 to $15,000 annually depending on committee and role.
• Annual equity grant for non‑employee directors: 0.075% of market cap (about 11,600 options at adoption), capped at $200,000 per director; initial hire grant = 2× annual grant (~23,200 options), capped at $400,000 and vesting ratably over 3 years.
• Aggregate cap: total cash + equity to a non‑employee director limited to $750,000 per year (or $1,000,000 in the year of initial appointment).
• Grants approved: each of the four non‑employee directors (Jon Ollwerther, Gregory McNeal, Ted Tewksbury, Michael Burychka) received options to purchase 23,200 shares under the 2026 Plan.
• CEO pay: Brandon Torres Declet’s base salary increased to $482,000 (retroactive to IPO close) and his target annual bonus set at 75% of base ($362,000 at the new salary). He received an option to purchase 109,000 shares, vesting monthly over four years with a one‑year cliff; exercise prices equal fair market value on grant date.

Why It Matters

• For investors, these actions increase ongoing compensation expense and add stock‑based awards that will dilute existing shareholders as options are exercised. The filing identifies specific, material increases in executive and director equity awards (total newly granted options disclosed: 4×23,200 = 92,800 to non‑employee directors plus 109,000 to the CEO = 201,800 options).
• The compensation program sets clear pay structure and caps for non‑employee directors (cash, committee retainers, equity approach and dollar limits), which can help predict future governance costs. The CEO pay raise and sizable long‑term equity grant indicate management retention and alignment with shareholders through equity incentives.