Keel Infrastructure Corp. 8-K

What Happened Keel Infrastructure Corp. (BITF) filed an 8‑K reporting that, in connection with its U.S. redomiciliation which closed April 1, 2026, the board approved a new form of employment agreement and entered into Executive Employment Agreements with Liam Wilson (COO), Jonathan Mir (CFO) and Rachel Silverstein (EVP, General Counsel & Corporate Secretary). Mr. Wilson’s agreement was signed April 1, 2026; Ms. Silverstein’s and Mr. Mir’s agreements were signed April 2, 2026. CEO Benjamin Gagnon remains under his existing employment agreement dated August 8, 2025.

Key Details

• Base salaries and STIP targets: Jonathan Mir and Liam Wilson — $478,888 base, 100% STIP target, total target cash $957,776 each; Rachel Silverstein — $378,888 base, 70% STIP target, total target cash $644,110.
• Equity & benefits: Executives are eligible for Performance Share Units (PSUs), Restricted Share Units (RSUs), participation in the long‑term incentive plan, and standard insurance, health and retirement benefits.
• Post‑employment protections and severance: Officers must sign a confidentiality/non‑compete/non‑solicit agreement (non‑compete during employment and one year after; non‑solicit for one year after termination). Severance if terminated without cause or resigning for good reason: generally 12 months base salary (6 months for Ms. Silverstein) plus 2 months additional per completed year of service up to 18 months (12 months for Ms. Silverstein), prorated bonus, and continued health coverage for the severance period.

Why It Matters This filing formalizes compensation, incentive eligibility and post‑employment protections for Keel’s senior finance and legal officers after the company’s U.S. redomiciliation. The agreements set fixed base pay and bonus targets, clarify equity incentive eligibility, and define severance and restrictive covenants — items that affect executive retention costs and governance disclosure important to investors evaluating executive alignment and potential future cash or equity compensation obligations.