New ERA Energy & Digital, Inc. 8-K

What Happened

• New ERA Energy & Digital, Inc. (NUAI) announced on March 16, 2026 that the Board appointed Ted Warner as Chief Financial Officer and principal financial officer, effective March 16, 2026. E. Will Gray II, who had been serving as interim CFO in addition to CEO duties, will cease acting as interim CFO and return to his role solely as Chief Executive Officer effective the same date. Mr. Warner joins from Northland Capital Markets, where he was Managing Director, Energy, Power & Digital Infrastructure Investment Banking; he holds Series 7, 79 and 63 licenses, a B.A. from the University of Michigan and an MBA from the Carlson School of Management.

Key Details

• Compensation: Mr. Warner’s base salary is $500,000 per year, with an annual target bonus opportunity of up to 40% of base salary and potential one-time discretionary bonus of $200,000 for certain milestones.
• Severance/benefits: If terminated without Cause or for Good Reason before a Change in Control, Warner is eligible for severance equal to 100% of base salary, unpaid prior-year bonus, pro-rated current-year bonus and 12 months of benefit premium coverage (contingent on a release). After a Change in Control, severance equals 150% of base salary and 18 months of benefit premium coverage (also contingent on a release).
• Equity awards: Warner received inducement grants of 1,221,346 performance shares (PSUs) vesting over a five-year performance period beginning Jan 1, 2026, and 610,673 restricted stock units (RSUs) vesting monthly over four years beginning Mar 16, 2026; these awards were granted as inducements and not under the company’s existing equity plan.
• Restrictive covenants: Employment agreement includes confidentiality, non-disparagement, client non-solicit for 18 months and employee non-solicit for 24 months post-termination.

Why It Matters

• This is a material executive change: appointing a permanent CFO replaces an interim arrangement and may affect financial leadership, reporting priorities and investor communications.
• The compensation, severance and large equity awards create potential cash and equity-related obligations for the company; the PSU/RSU grants, if vested and settled, could be dilutive to current shareholders.
• Investors should note the change in finance leadership and review future filings and conference calls for any shifts in financial strategy or guidance tied to the new CFO.