8-KFiled Aug 4, 8:00 PM ET

AIB Data Centers: CFO Employment Agreement; Director Cash Pay Plan

$AIB · AIB Data Centers Inc.

Research Summary

AI-generated summary of this SEC filing

Updated

AIB Data Centers: CFO Employment Agreement; Director Cash Pay Plan

What Happened
AIB Data Centers Inc. announced on July 22, 2026 that its board approved an Employment Agreement converting Jolienne Halisky from an independent contractor to an at‑will employee in the role of Chief Financial Officer. On August 5, 2026 the board also approved an Independent Director Cash Compensation Program providing non‑employee directors $50,000 annually, paid quarterly.

Key Details

  • CFO employment: annual base salary of $225,000, at‑will employment, eligible for an annual discretionary performance bonus and participation in the company’s Equity Incentive Plan and employee benefits (including four weeks paid vacation and five paid sick days).
  • Severance: if terminated without Cause or resigns for Good Reason, six months’ base salary continuation plus COBRA (or Canadian equivalent) premium reimbursement (requires signed release); within 12 months after a Change in Control the severance increases to 12 months’ salary, continued medical benefits and full accelerated vesting of outstanding equity awards.
  • Restrictive covenants: confidentiality, non‑disparagement, IP assignment and six‑month post‑termination non‑solicit/non‑compete provisions; governed by New York law with most disputes subject to JAMS arbitration.
  • Director pay: each independent director will receive $50,000 per year, paid quarterly in arrears as $12,500 per quarter, effective July 1, 2026.

Why It Matters
The filing formalizes the CFO’s transition to an employee with disclosed compensation and severance terms, which clarifies ongoing cash salary expense and potential severance obligations for investors. The new director cash program establishes recurring board compensation expense ($50,000 per independent director annually) that may modestly increase governance-related costs. The Change‑in‑Control vesting and severance provisions could accelerate payouts in certain corporate control scenarios.