XTI Aerospace, Inc. 8-K

What Happened
XTI Aerospace (XTIA) filed an 8-K on Jan 2, 2026 disclosing new employment agreements for CEO Scott Pomeroy and CFO Brooke Turk, effective December 30, 2025, plus stock option awards and the results of its December 30, 2025 annual meeting. The agreements replace prior contracts that expired Dec 31, 2025 and include base salaries, continuation bonuses, performance bonus opportunities, severance and change-in-control protections. The Compensation Committee granted stock options to both executives under the company’s 2018 plan.

Key Details

• Effective date: December 30, 2025. Employment terms: initial 3-year term with automatic one-year renewals unless 180 days’ non-renewal notice.
• CEO Scott Pomeroy: $800,000 annual base salary; continuation bonus $350,000 (paid in six monthly installments); housing allowance up to $4,000/month for one year; quarterly bonus authority up to 150% of base (calendar-year cap 150% of base). Stock options: 2,621,100 options at $1.26 exercise price; 1/3 vested on grant, remaining vest quarterly over two years; 10‑year term.
• CFO Brooke Turk: $600,000 annual base salary; continuation bonus $250,000 (paid in six monthly installments); quarterly bonus up to 100% of base (calendar-year cap 100% of base). Stock options: 1,512,200 options at $1.26 exercise price; same vesting/10‑year term as CEO.
• Severance/benefits: If terminated without Cause or resigns for Good Reason (and signs a release), executives generally receive 18 months of base salary and bonus equivalents, full vesting of unvested equity, and 18 months continued benefits; in certain Change in Control scenarios these amounts increase to 36 months and include tax-related protection language.
• Annual meeting (Dec 30, 2025): quorum = 14,195,421 shares (~46.04%). Clinton J. Weber elected as Class II director. Auditor CBIZ CPAs P.C. ratified. Proposal to permit issuance of common stock (or convertibles) in excess of 20% of outstanding shares for certain financings was approved.

Why It Matters
These agreements increase guaranteed and potential executive compensation (cash and equity) and include large option grants that could be dilutive if exercised. The board approved flexibility to issue >20% of outstanding stock for specified financings, enabling potential future capital raises or acquisitions but also increasing possible dilution. Investors should note the timing, size and strike price ($1.26) of the option grants, the sizeable continuation bonuses, and the severance/change-in-control protections when evaluating corporate governance, potential dilution, and expense expectations going forward.